Registration Statement on Form S-1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHdMZY63fkQMammRY3TRdBymCskmeuGe2Me//MWxES3sJnUbmq3XapA2EABBL1Sf lpa1IKtaNU+2HbpOn1zz4g== 0001193125-11-016022.txt : 20110127 0001193125-11-016022.hdr.sgml : 20110127 20110127163257 ACCESSION NUMBER: 0001193125-11-016022 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 48 FILED AS OF DATE: 20110127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINKEDIN CORP CENTRAL INDEX KEY: 0001271024 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-171903 FILM NUMBER: 11552581 BUSINESS ADDRESS: STREET 1: 2029 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-687-3600 MAIL ADDRESS: STREET 1: 2029 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: LINKEDIN Corp DATE OF NAME CHANGE: 20101001 FORMER COMPANY: FORMER CONFORMED NAME: LINKEDIN LTD DATE OF NAME CHANGE: 20031121 S-1 1 ds1.htm REGISTRATION STATEMENT ON FORM S-1 Registration Statement on Form S-1

As filed with the Securities and Exchange Commission on January 27, 2011

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

LinkedIn Corporation

(Exact name of Registrant as specified in its charter)


Delaware	7370	47-0912023
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2029 Stierlin Court

Mountain View, CA 94043

(650) 687-3600

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jeffrey Weiner

Chief Executive Officer

LinkedIn Corporation

2029 Stierlin Court

Mountain View, CA 94043

(650) 687-3600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey D. Saper, Esq.

Katharine A. Martin, Esq.

Jon C. Avina, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

Erika Rottenberg, Esq.

Lora D. Blum, Esq.

LinkedIn Corporation

2029 Stierlin Court

Mountain View, CA 94043

(650) 687-3600

Eric C. Jensen, Esq.

John T. McKenna, Esq.

Cooley LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, CA 94304

(650) 843-5000

Approximate date of commencement of the proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer x	(Do not check if a smaller reporting company)	Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price^{(1) (2)}	Amount of Registration Fee
Class A Common Stock, $0.0001 par value per share	$175,000,000.00	$20,317.50

(1)

Includes offering price of any additional shares that the underwriters have the option to purchase to cover over-allotments, if any.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued January 27, 2011

Shares

LOGO

Class A Common Stock

LinkedIn Corporation is offering shares of its Class A common stock and the selling stockholders are offering shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market currently exists for our shares of Class A common stock. We anticipate that the initial public offering price will be between $ and $ per share.

We will apply to list our Class A common stock on the Nasdaq Global Market or the New York Stock Exchange under the symbol “ .”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 13.

PRICE $ A SHARE


	Price to Public	Underwriting Discounts and Commissions	Proceeds to LinkedIn	Proceeds to Selling Stockholders
Per Share	$	$	$	$
Total	$	$	$	$

We and the selling stockholders have granted the underwriters the right to purchase up to an additional shares of Class A common stock to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2011.


MORGAN STANLEY	BofA MERRILL LYNCH	J.P. MORGAN

ALLEN & COMPANY LLC UBS INVESTMENT BANK

, 2011

LOGO

TABLE OF CONTENTS


	Page
Prospectus Summary		1
Risk Factors		13
Special Note Regarding Forward-Looking Statements		32
Use of Proceeds		34
Dividend Policy		34
Capitalization		35
Dilution		37
Selected Consolidated Financial Data		39
Management’s Discussion and Analysis of Financial Condition and Results of Operations		43
Business		70
Management		87
Executive Compensation		94
Certain Relationships and Related Person Transactions		109
Principal and Selling Stockholders		112
Description of Capital Stock		116
Shares Eligible For Future Sale		123
Material United States Federal Income Tax Consequences to Non-U.S. Holders of Our Class A Common Stock		125
Underwriting		128
Legal Matters		132
Experts		132
Where You Can Find More Information		132
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. We and the selling stockholders are offering to sell, and seeking offers to buy, our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or of any sale of our Class A common stock.

Through and including , 2011 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States: Neither we, the selling stockholders, nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States.

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included in this prospectus and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

LINKEDIN CORPORATION

We are the world’s largest professional network on the Internet with more than 90 million members in over 200 countries and territories. Through our proprietary platform, members are able to create, manage and share their professional identity online, build and engage with their professional network, access shared knowledge and insights, and find business opportunities, enabling them to be more productive and successful.

We believe we are the most extensive, accurate and accessible network focused on professionals. We believe we are creating significant value for professionals, enterprises and professional organizations worldwide by connecting talent with opportunity at massive scale. We believe that our members and the enterprises and professional organizations that use our platform are only beginning to leverage the power and potential of our network and its underlying database of professional information.

Our comprehensive platform provides members with solutions, including applications and tools, to search, connect and communicate with business contacts, learn about attractive career opportunities, join industry groups, research organizations and share information. At the core of our platform are our members, who create profiles that serve as their professional profiles and are accessible by any other member, as well as (unless a member chooses otherwise) anyone with an Internet connection. We believe that our platform allows our members to compete more effectively, make better decisions faster and manage their careers to achieve their full potential.

The cornerstone of our business strategy is to focus on our members first. We provide the majority of our solutions to our members at no cost. We believe this approach provides the best way to continue to build a critical mass of members, resulting in beneficial network effects that promote greater utilization of our solutions, higher levels of engagement and increased value for all of our members.

subscribe to our premium services. We strive to ensure that our hiring solutions, marketing solutions and premium subscriptions provide both a high level of value for our customers and also a high degree of relevance for our members. We believe this monetization strategy properly aligns objectives among members, customers and our entire network and supports our financial objective of sustainable revenue and earnings growth over the long term.

We have achieved significant growth as our network has scaled and as we have expanded our product offerings. In the nine months ended September 30, 2010, net revenue increased $80.6 million, or 100%, and adjusted EBITDA increased $22.3 million, or 238%, over the nine months ended September 30, 2009. See “Adjusted EBITDA” below for a definition of adjusted EBITDA and a reconciliation of adjusted EBITDA to net income (loss).

Our Mission

Our mission is to connect the world’s professionals to make them more productive and successful. Our members come first. We believe that prioritizing the needs of our members is the most effective, and ultimately the most profitable, way to accomplish our mission and to create long-term value for all of our stakeholders. We will continue to concentrate on opportunities we believe are in the best interests of our members. Our long-term approach enables us to invest, innovate and pioneer in unexplored segments of our industry to increase the value proposition of our proprietary platform and extensive data.

Our solutions are designed to enable professionals to achieve higher levels of performance and professional success and enable enterprises and professional organizations to find and connect with the world’s best talent.

Our Vision

Our vision is to create economic opportunity for every professional in the world. This vision not only applies to each of our employees, but every LinkedIn member, each of whom has the ability to create economic opportunities for others. We believe this is the fundamental power of our network.

Our Opportunity

We believe we are transforming the way people work by connecting talent with opportunity at massive scale. Our goal is to provide a global platform capable of mapping every professional’s experience, skills and other relevant professional data to his or her professional graph, including connections with colleagues and business contacts.

We provide the following key benefits to our members:

•

Ability to Manage Their Professional Identity. Through online professional profiles of record that members create, manage and control, we are reshaping how members present their professional identity. Our members share, at their own discretion, information about themselves in their profiles, and this data is available, accessible and searchable online. The accuracy of our members’ public profile information combined with our search engine optimization technology often enables their professional profiles to appear at or near the top of search engine results, increasing the awareness of our members’ professional identities.

•

people who are not known to them but who are known and trusted by others within their professional network. Through access to rich, up-to-date profile and professional graph data, members can make better use of their existing and new connections.

•

Access to Knowledge, Insights and Opportunities. We believe we are a trusted source for comprehensive and rich, real-time news, opinions and other professional intelligence. Our proprietary platform provides solutions that enable our members to search and access insights and opportunities generated by our community of professionals, enterprises and professional organizations. The information and opportunities presented to each member are personalized based on his or her profile and professional graph, thereby providing our members with compelling and relevant information designed to make them more productive and successful.

•

Efficient Marketing Channel. Through our marketing solutions, enterprises and professional organizations are able to create, promote and control their corporate identity and enhance their brand awareness. Our marketing solutions, including our self-service platform, allow enterprises and professional organizations to pursue business-to-business marketing, prosumer marketing and marketing to mass consumers. Marketers use our solutions to create an online brand and corporate identity, disseminate trade publications and collateral, engage in highly targeted marketing campaigns and gain rich customer insights, all at scale and on a cost-effective basis, which is particularly attractive to small- and medium-sized enterprises and professional organizations that have limited resources. Our proprietary platform is designed to leverage viral actions, social media, trusted recommendations and our rich user-generated data to efficiently connect members, enterprises and professional organizations to relevant products and services.

•

Targeted Advertising. Our member base constitutes one of the most influential, affluent and highly educated audiences on the web. According to The Nielsen Company @Plan data released in December 2010, U.S. visitors to our website represent more decision makers, have higher average household incomes and are comprised of more college or post graduates than U.S. visitors of many leading business websites. Our marketing solutions provide advertisers with the ability to target audiences based on our members’ profile information, including title, function, company name, company size, industry and geography. In addition, our detailed advertising campaign reports provide advertisers with insights to further maximize the return on their advertising budget.

•

Increase Employee Productivity. We serve as the central hub of a professional’s online network and a platform for enterprises and professional organizations to share knowledge and professional insights with their employees and thereby increase their productivity. For example, employees who are members are able to join groups for sharing information, articles, links, conversations and opinions. In addition, sales professionals who are members are able to accelerate their sales processes by accessing

information to identify leads and decision-makers, request introductions to other members through a common connection and thereby increase their efficiency and potentially eliminate cold calls altogether.

Our Competitive Strengths

We believe the following strengths provide us competitive advantages in realizing the potential of our opportunity:

•

Exclusive Focus on Professionals. As a result of our exclusive focus on professionals, we have built the world’s largest professional network on the Internet with over 90 million members. We have developed a strong brand as a trusted database for profile information and provider of applications and tools for professionals to more effectively present their professional identity online, build and engage with their professional network more efficiently, and access insights to be more productive and successful.

•

Large and Growing Global Member Base. Our member base continues to grow rapidly, adding approximately one new member every second, primarily through “word-of-mouth” and the network effects of our platform. While it took us nearly 500 days to reach our first one million members, during the second half of 2010, on average, we added more than a million new members every 10 days. Between 2008 and 2010, our member base increased at a 76% compounded annual growth rate. As of January 2011, over 50% of our members were from outside of the United States and our member base included executives from all of the companies in the 2010 Fortune 500.

•

Business Model with Powerful Network Effects. The size and growth of our member base, the number of enterprises and professional organizations that use our platform, and the amount of rich and accurate information generated by our members increase the value we deliver to all participants in our network. A larger member base provides more opportunities to form professional connections for members, as well as increased opportunities to identify and attract talent for enterprises and professional organizations. At the same time, an increasing number of enterprises and professional organizations accessing our network enhances the relevance for members who stand to benefit from professional insights and opportunities. We believe the breadth and depth of our network would be difficult to replicate and represents a significant competitive advantage.

•

Robust and Trusted Source of Relevant Professional Data. Our proprietary platform processes, filters and indexes a vast and growing amount of user-generated content, including updates to members’ professional profiles, connections, activities and recommendations. The more data our members choose to share, the more value they receive from the network. As a result, members are more willing to share accurate and detailed information about themselves. We use the information that flows through our platform to provide more relevant searches and information to enhance productivity. Since our formation, we have provided easy-to-use controls that enable our members to select what they would like to share with whom, and we believe we have been clear and consistent on how we use this information to the benefit of members, enterprises and professional organizations.

•

Large Customer Base. Thousands of enterprises and professional organizations use our hiring solutions and marketing solutions. In 2010, our hiring solutions were used by nearly 3,900 companies, including 69 of the Fortune 100. Our customers also include many small- and medium-sized businesses using our platform to leverage their limited recruiting resources. In 2010, our marketing solutions were used by more than 33,000 customers. This broad customer base provides us with not only diversification but also market validation for additional new customers.

•

and query large sets of structured and unstructured data to personalize relevant information. For example, one of our key personalized recommendation features typically involves the processing of over 75 terabytes per day, and nearly two billion people searches were performed on our website in 2010.

Our Key Metrics

Our number of registered members, the number of unique visitors to our website and the number of page views on our website have continued to grow over time. We believe this growth is primarily attributable to the network effects of our business model, the strength of our brand and the value of our solutions. For a description of how we calculate each of our key metrics, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics.” The chart below highlights the growth in each of these areas since 2008:

LOGO

(1)

The number of registered members is higher than the number of actual members due to various factors. For more information, see “Risk Factors—The number of our registered members is higher than the number of actual members, and a substantial majority of our page views are generated by a minority of our members.”

(2)

Worldwide data provided by comScore, a leading provider of digital marketing intelligence. Beginning in August 2009, comScore changed the method by which it counts traffic, which makes prior data not meaningful for period over period comparison purposes.

Our Strategy

Our mission is to connect the world’s professionals to make them more productive and successful. The key elements of our strategy are:

•

Foster Viral Member Growth. With over 90 million members, we will continue to pursue initiatives that promote the viral growth of our member base. These initiatives include registration optimization, enhanced search engine optimization, seamless integration with other applications and enhancements to our communications capabilities. Viral growth is a critical element in our mission to connect the world’s professionals.

•

Serve as the Professional Profile of Record. By maintaining the trust we have developed with our members and through continued improvements, such as enhancing our profile tools and search engine optimization, we seek to be the professional profile for every professional worldwide. Using our platform, any member can find, connect with and learn about other professionals.

•

Be the Essential Source of Professional Insights. As the amount of information being shared across the Internet continues to rapidly increase, we seek to be the essential source for relevant shared professional knowledge and data. Our platform enables members to easily contribute and share information at their discretion. We are uniquely positioned to continue to create more value from this information by providing relevant and timely business and career intelligence, insights and recommendations to our members, enabling them to be more productive and successful.

•

Work Wherever Our Members Work. We believe the value proposition of our network is most powerful when it is accessible wherever and whenever our members work. As a result, we plan to continue to grow our developer community by making our products and services available via open application programming interfaces, or APIs, and embeddable widgets to enable access to our solutions anywhere professionals work. In addition, we will continue to make our platform accessible on a large number of mobile and other Internet-connected devices to ensure members have constant access to our network.

•

Increase Monetization While Creating Value for Our Members. We intend to leverage our unique business model to further monetize our platform while adding value to members, enterprises and professional organizations on a global basis. For example, by providing our members with better tools to share their professional skills and insights, our hiring solutions can more efficiently and effectively identify specific active and passive candidates for a particular opportunity resulting in benefits for both members and customers. A core part of our strategy is making our solutions more relevant for our members and customers by significantly investing in targeting capabilities and analytics.

•

Expand Our International Presence. We have seen significant growth in our international member base and have established operations in Australia, Canada, India, Ireland, the Netherlands and the United Kingdom. We intend to expand our sales, technical and support operations in additional international locations and expand our international member base by making our platform available in more languages and further developing our brand across various international geographies.

Risks Associated with Our Business

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. Some of these risks are:

•

we have a short operating history in a new and unproven market, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful;

•

we may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our website is accessible at all times with short or no perceptible load times;

•

if our security measures are compromised, or if our website is subject to attacks that degrade or deny the ability of members to access our solutions, members and customers may curtail or stop the use of our solutions;

•

our core value of putting our members first may conflict with the short-term interests of our business;

•

the number of our registered members is higher than the number of actual members, and a substantial majority of our page views are generated by a minority of our members;

•

we process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and changes in these regulations or our actual or perceived failure to comply with such obligations could harm our business;

•

we expect our revenue growth rate to decline, and as we continue to invest for future growth, we do not expect to be profitable on a GAAP basis in 2011;

•

we expect to face increasing competition in the market for online professional networks; and

•

the dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our stock prior to this offering.

Corporate Information

We were incorporated in Delaware in March 2003 under the name LinkedIn, Ltd. and changed our name to LinkedIn Corporation in January 2005. Our principal executive offices are located at 2029 Stierlin Court, Mountain View, CA 94043, and our telephone number is (650) 687-3600. Our website address is www.linkedin.com. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. Unless the context requires otherwise, the words “LinkedIn,” “we,” “company,” “us” and “our” refer to LinkedIn Corporation and our wholly owned subsidiaries.

LinkedIn, the LinkedIn logo and other trademarks or service marks of LinkedIn appearing in this prospectus are the property of LinkedIn. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders.

THE OFFERING


Class A common stock offered
By us		shares
By the selling stockholders		shares
Total		shares

Class A common stock to be outstanding after this offering		shares

Class B common stock to be outstanding after this offering		shares

Total Class A and Class B common stock to be outstanding after this offering		shares

		shares

Use of proceeds

We intend to use the net proceeds from this offering for working capital and general corporate purposes, including further expansion of our product development and field sales organizations, and for capital expenditures. In addition, we may use a portion of the proceeds from this offering for acquisitions of complementary businesses, technologies or other assets. We will not receive any of the proceeds from the sale of shares to be offered by the selling stockholders. See “Use of Proceeds” on page 34.

Risk factors

See “Risk Factors” beginning on page 13 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.

Proposed symbol

“ ”

The total number of shares of our Class A and Class B common stock outstanding after this offering is based on no shares of our Class A common stock and 88,488,285 shares of our Class B common stock (including preferred stock on an as converted basis) outstanding, as of September 30, 2010, and excludes, as of September 30, 2010:

•

15,024,878 shares of our Class B common stock issuable upon the exercise of outstanding options granted pursuant to our Amended and Restated 2003 Stock Incentive Plan at a weighted-average exercise price of $3.58 per share;

•

1,597,668 unallocated shares of our Class B common stock available for future issuance under our Amended and Restated 2003 Stock Incentive Plan; and

•

additional shares of our Class A common stock, subject to increase on an annual basis, reserved for future issuance under our 2011 Equity Incentive Plan, which will become effective in connection with this offering.

Unless otherwise stated, information in this prospectus (except for the historical financial statements) assumes:

•

the reclassification of our common stock into an equivalent number of shares of our Class B common stock and the authorization of our Class A common stock;

•

that our amended and restated certificate of incorporation, which we will file in connection with the completion of this offering, is in effect;

•

the automatic conversion of all shares of our outstanding preferred stock into an aggregate of 45,647,201 shares of our Class B common stock immediately prior to the completion of this offering; and

•

no exercise of the underwriters’ over-allotment option.

SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables summarize the consolidated financial data for our business. You should read this summary consolidated financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, all included elsewhere in this prospectus.

We derived the consolidated statements of operations data for the years ended December 31, 2007, 2008 and 2009 and the consolidated balance sheet data as of December 31, 2008 and 2009, from our audited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated statements of operations data for the nine months ended September 30, 2009 and 2010, and the unaudited consolidated balance sheet data as of September 30, 2010, are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited financial information on the same basis as the audited consolidated financial statements and have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that may be expected in the future, and our interim results are not necessarily indicative of the results to be expected for the full fiscal year.


	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Net revenue	$	32,486		$	78,773		$	120,127		$	80,794		$	161,403
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)		7,384			18,589			25,857			18,021			29,982
Sales and marketing		5,037			16,986			26,847			17,577			38,340
Product development		11,578			29,366			39,444			27,307			44,151
General and administrative		6,812			12,976			19,480			12,831			23,431
Depreciation and amortization		2,107			6,365			11,854			8,399			12,986

Total costs and expenses		32,918			84,282			123,482			84,135			148,890

(Loss) income from operations		(432	)		(5,509	)		(3,355	)		(3,341	)		12,513
Other income (expense), net		773			1,277			230			359			(269	)

Income (loss) before income taxes		341			(4,232	)		(3,125	)		(2,982	)		12,244
Provision for income taxes		13			290			848			399			2,176

Net income (loss)		328			(4,522	)		(3,973	)		(3,381	)		10,068
Undistributed earnings allocated to preferred stockholders		(328	)		—			—			—			(8,215	)

Net income (loss) attributable to common stockholders	$	—		$	(4,522	)	$	(3,973	)	$	(3,381	)	$	1,853

Net income (loss) per share attributable to common stockholders:
Basic	$	0.00		$	(0.11	)	$	(0.10	)	$	(0.08	)	$	0.04

Diluted	$	0.00		$	(0.11	)	$	(0.10	)	$	(0.08	)	$	0.04

Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic		38,092			42,389			41,184			41,032			42,239

Diluted		38,961			42,389			41,184			41,032			45,486

Pro forma net income (loss) per share attributable to common stockholders⁽¹⁾(unaudited):
Basic							$	(0.05	)				$	0.11

Diluted							$	(0.05	)				$	0.11

Pro forma weighted-average shares used to compute pro forma net income (loss) per share attributable to common stockholders⁽¹⁾ (unaudited):
Basic								86,822						87,884

Diluted								86,822						91,131


Other Financial and Operational Data:
Adjusted EBITDA⁽²⁾	$	3,480		$	5,461		$	14,651		$	9,364		$	31,619
Number of registered members (at period end)		16,712			32,307			55,111			48,004			80,553

(1)

Pro forma net income (loss) per share has been calculated assuming the conversion of all outstanding shares of our preferred stock and common stock into 88,488,285 shares of our Class B common stock prior to the completion of this offering.

(2)

We define adjusted EBITDA as net income (loss), plus: provision for income taxes, other income (expense), net, depreciation and amortization, and stock-based compensation. Please see “Adjusted EBITDA” below for more information and for a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles, or GAAP.

Stock-based compensation included in the statements of operations data above was as follows:


	Year Ended December 31,						Nine Months Ended September 30,
	2007		2008		2009		2009		2010
	(in thousands)
Cost of revenue	$	87	$	298	$	370	$	228	$	301
Sales and marketing		163		513		657		458		844
Product development		599		1,214		2,346		1,646		2,155
General and administrative		956		2,580		2,779		1,974		2,820

Total stock-based compensation	$	1,805	$	4,605	$	6,152	$	4,306	$	6,120



	As of December 31,				As of September 30, 2010
	2008		2009		Actual		Pro Forma⁽¹⁾		Pro Forma As Adjusted ⁽²⁾⁽³⁾
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	80,495	$	89,979	$	89,647	$	89,647	$
Property and equipment, net		21,724		25,730		48,934		48,934
Working capital		71,486		71,885		62,495		62,495
Total assets		122,062		148,559		196,995		196,995
Redeemable convertible preferred stock		87,981		87,981		87,981		—
Convertible preferred stock		15,413		15,413		15,846		—
Total stockholders’ equity		5,230		9,082		27,421		115,402

(1)

The pro forma column reflects the automatic conversion of all outstanding shares of our preferred stock and common stock into 88,488,285 shares of our Class B common stock prior to the completion of this offering.

(2)

The pro forma as adjusted column reflects (i) the automatic conversion of all outstanding shares of our preferred stock and common stock into 88,488,285 shares of our Class B common stock, prior to the completion of this offering and (ii) the sale by us of shares of our Class A common stock offered by this prospectus at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

(3)

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the amount of cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of one million shares in the number of shares of our Class A common stock offered by us would increase (decrease) the amount of cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $ million,

assuming that the assumed initial public offering price remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

Adjusted EBITDA

To provide investors with additional information regarding our financial results, we have disclosed in the table above and within this prospectus adjusted EBITDA, a non-GAAP financial measure. We have provided a reconciliation below of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure.

We have included adjusted EBITDA in this prospectus because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, adjusted EBITDA is a key financial measure used by the compensation committee of our board of directors in connection with the payment of bonuses to our executive officers. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Our use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;

•

adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and

•

other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other GAAP results. The following table presents a reconciliation of adjusted EBITDA for each of the periods indicated:


	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
	(in thousands)
Reconciliation of Adjusted EBITDA:
Net income (loss)	$	328		$	(4,522	)	$	(3,973	)	$	(3,381	)	$	10,068
Provision for income taxes		13			290			848			399			2,176
Other (income) expense, net		(773	)		(1,277	)		(230	)		(359	)		269
Depreciation and amortization		2,107			6,365			11,854			8,399			12,986
Stock-based compensation		1,805			4,605			6,152			4,306			6,120

Adjusted EBITDA	$	3,480		$	5,461		$	14,651		$	9,364		$	31,619

RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes, before deciding whether to purchase shares of our Class A common stock. If any of the following risks are realized, our business, operating results and prospects could be materially and adversely affected. In that event, the price of our Class A common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business

We have a short operating history in a new and unproven market, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We have a short operating history in a new and unproven market that may not develop as expected, if at all. This short operating history makes it difficult to effectively assess our future prospects. You should consider our business and prospects in light of the risks and difficulties we encounter in this rapidly evolving market. These risks and difficulties include our ability to, among other things:

•

increase our number of registered members and member engagement;

•

avoid interruptions or disruptions in our service or slower than expected website load times;

•

develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased member usage globally, as well as the deployment of new features and products;

•

responsibly use the data that our members share with us to provide solutions that make our members more successful and productive and that are critical to the hiring and marketing needs of enterprises and professional organizations;

•

increase revenue from the solutions we provide;

•

continue to earn and preserve our members’ trust with respect to their professional reputation and information;

•

process, store and use personal data in compliance with governmental regulation and other legal obligations related to privacy;

•

successfully compete with other companies that are currently in, or may in the future enter, the online professional network space;

•

hire, integrate and retain world class talent; and

•

successfully expand our business, especially internationally.

If the market for online professional networks does not develop as we expect, or if we fail to address the needs of this market, our business will be harmed. We may not be able to successfully address these risks and difficulties or others, including those described elsewhere in these risk factors. Failure to adequately address these risks and difficulties could harm our business and cause our operating results to suffer.

We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our website is accessible within an acceptable load time.

A key element to our continued growth is the ability of our members, users (whom we define as anyone who visits our website, regardless of whether or not they are a member), enterprises and professional organizations in all geographies to access our website within acceptable load times. We call this website performance. We have recently experienced, and may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity

constraints due to an overwhelming number of users accessing our website simultaneously, and denial of service or fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these website performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our website performance, especially during peak usage times and as our solutions become more complex and our user traffic increases. If our website is unavailable when users attempt to access it or does not load as quickly as they expect, users may seek other websites to obtain the information for which they are looking, and may not return to our website as often in the future, or at all. This would negatively impact our ability to attract members, enterprises and professional organizations and increase engagement on our website. We expect to continue to make significant investments to maintain and improve website performance and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be harmed.

We recently implemented a disaster recovery program, which allows us to move production to a back-up data center in the event of a catastrophe. Although this program is functional, it does not yet provide a real-time back-up data center, so if our primary data center shuts down, there will be a period of time that the website will remain shut down while the transition to the back-up data center takes place.

Our systems are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks and similar events. Our U.S. corporate offices and certain of the facilities we lease to house our computer and telecommunications equipment are located in the San Francisco Bay Area and Southern California, both regions known for seismic activity. Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems at our hosting facilities could result in lengthy interruptions in our services.

We do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business that may result from interruptions in our service as a result of system failures.

If our security measures are compromised, or if our website is subject to attacks that degrade or deny the ability of members or customers to access our solutions, members and customers may curtail or stop use of our solutions.

Our solutions involve the storage and transmission of members’ and customers’ information, some of which may be private, and security breaches could expose us to a risk of loss of this information, which could result in potential liability and litigation. Like all websites, our website is vulnerable to computer viruses, break-ins, phishing attacks, attempts to overload our servers with denial-of-service or other attacks and similar disruptions from unauthorized use of our computer systems, any of which could lead to interruptions, delays, or website shutdowns, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential information. If we experience compromises to our security that result in website performance or availability problems, the complete shutdown of our website, or the loss or unauthorized disclosure of confidential information, our members or customers may lose trust and confidence in us, and decrease the use of our website or stop using our website in its entirety. Further, outside parties may attempt to fraudulently induce employees, members or customers to disclose sensitive information in order to gain access to our information or our members’ or customers’ information. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, often are not recognized until launched against a target and may originate from less regulated and remote areas around the world, we may be unable to proactively address these techniques or to implement adequate preventative measures. Any or all of these issues could negatively impact our ability to attract new members and increase engagement by existing members, cause existing members to close their accounts or existing customers to cancel their contracts, subject us to third-party lawsuits, regulatory fines or other action or liability, thereby harming our operating results.

Our core value of putting our members first may conflict with the short-term interests of our business.

One of our core values is to make decisions based on the best interests of our members, which we believe is essential to our success in increasing our member growth rate and engagement and in serving the best, long-term interests of the company and our stockholders. Therefore, in the past, we have forgone, and may in the future forgo, certain expansion or short-term revenue opportunities that we do not believe are in the best interests of our members, even if our decision negatively impacts our operating results in the short term. In addition, as part of our philosophy of putting our members first, as long as our members are adhering to our terms of service, this philosophy may cause disagreements, or negatively impact our relationships, with our existing or prospective customers. This could result in enterprises and professional organizations blocking access to our website or refusing to purchase our hiring or marketing solutions or premium subscriptions. Our decisions may not result in the long-term benefits that we expect, in which case our member engagement, business and operating results could be harmed.

The number of our registered members is higher than the number of actual members, and a substantial majority of our page views are generated by a minority of our members.

The number of registered members in our network is higher than the number of actual members because some members have multiple registrations, other members have died or become incapacitated, and others may have registered under fictitious names. Given the challenges inherent in identifying these accounts, we do not have a reliable system to accurately identify the number of actual members, and thus we rely on the number of registered members as our measure of the size of our network. Further, a substantial majority of our members do not visit our website on a monthly basis, and a substantial majority of our page views are generated by a minority of our members. If the number of our actual members does not meet our expectations or we are unable to increase the breadth and frequency of our visiting members, then our business may not grow as fast as we expect, which will harm our operating and financial results and may cause our stock price to decline.

If our members’ profiles are out-of-date, inaccurate or lack the information that users and customers want to see, we may not be able to realize the full potential of our network, which could adversely impact the growth of our business.

If our members do not update their information or provide accurate and complete information when they join LinkedIn or do not establish sufficient connections, the value of our network may be negatively impacted because our value proposition as a professional network and as a source of accurate and comprehensive data will be weakened. For example, customers of our hiring solutions may not find members that meet their qualifications or may misidentify a candidate as having such qualifications, which could result in mismatches that erode customer confidence in our solutions. Similarly, incomplete or outdated member information would diminish the ability of our marketing solutions customers to reach their target audiences and our ability to provide our customers with valuable insights. Therefore, we must provide features and products that demonstrate the value of our network to our members and motivate them to contribute additional, timely and accurate information to their profile and our network. If we fail to successfully motivate our members to do so, our business and operating results could be adversely affected.

We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and our actual or perceived failure to comply with such obligations could harm our business.

We receive, store and process personal information and other member data, and we enable our members to share their personal information with each other and with third parties. There are numerous federal, state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other member data, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. We generally comply with industry standards and are subject to the terms of our privacy policies and privacy-related obligations to third

parties (including voluntary third-party certification bodies such as TRUSTe). We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection, to the extent possible. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to users or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other member data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause our members and customers to lose trust in us, which could have an adverse effect on our business. Additionally, if third parties we work with, such as customers, vendors or developers, violate applicable laws or our policies, such violations may also put our members’ information at risk and could in turn have an adverse effect on our business.

Public scrutiny of Internet privacy issues may result in increased regulation and different industry standards, which could deter or prevent us from providing our current products and solutions to our members and customers, thereby harming our business.

The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the Internet have recently come under increased public scrutiny. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices. In addition, the European Union is in the process of proposing reforms to its existing data protection legal framework, which may result in a greater compliance burden for companies with users in Europe. Various government and consumer agencies have also called for new regulation and changes in industry practices.

Our business, including our ability to operate and expand internationally, could be adversely affected if legislation or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices, the design of our website, products, features or our privacy policy. In particular, the success of our business has been, and we expect will continue to be, driven by our ability to responsibly use the data that our members share with us. Therefore, our business could be harmed by any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of data our members choose to share with us, or regarding the manner in which the express or implied consent of consumers for such use and disclosure is obtained. Such changes may require us to modify our products and features, possibly in a material manner, and may limit our ability to develop new products and features that make use of the data that our members voluntarily share with us.

Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

We are subject to a variety of laws in the United States and abroad that are continuously evolving and developing and are costly to comply with, can require significant management time and effort, and can subject us to claims or other remedies. These laws may conflict with each other and if we comply with the laws of one jurisdiction, we may find that we are violating the rules of another jurisdiction. Additionally, our ability to provide a specific target audience to advertisers is a significant competitive advantage. Any legislation reducing this ability would have a negative impact on our business and operating results.

If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain solutions, which would negatively affect our business, financial condition and results of operations. In addition, the

increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results.

We expect our operating results to fluctuate on a quarterly and annual basis.

Our revenue and operating results could vary significantly from quarter-to-quarter and year-to-year and may fail to match our past performance because of a variety of factors, some of which are outside of our control. Any of these events could cause the market price of our Class A common stock to fluctuate. Factors that may contribute to the variability of our operating results include:

•

the unproven nature of our business model;

•

our commitment to putting our members first even if it means forgoing short-term revenue opportunities;

•

the cost of investing in our technology infrastructure may be greater than we anticipate;

•

our ability to increase our member base and member engagement;

•

disruptions or outages in our website availability, actual or perceived breaches of privacy, and compromises of our member data;

•

the entrance of new competitors in our market whether by established companies or the entrance of new companies;

•

changes in our pricing policies or those of our competitors;

•

macroeconomic changes, in particular, deterioration in labor markets, which would adversely impact sales of our hiring solutions, or economic growth that does not lead to job growth, for instance increases in productivity;

•

the timing and costs of expanding our field sales organization and delays or inability in achieving expected productivity;

•

our ability to increase sales of our products and solutions to new customers and expand sales of additional products and solutions to our existing customers;

•

the size and seasonal variability of our customers’ recruiting and marketing budgets;

•

the extent to which existing customers renew their agreements with us and the timing and terms of those renewals; and

•

general industry and macroeconomic conditions.

Given our short operating history and the rapidly evolving market of online professional networks, our historical operating results may not be useful to you in predicting our future operating results. We believe our rapid growth has masked the cyclicality and seasonality of our business. As our revenue growth rate slows, we expect that the cyclicality and seasonality in our business may become more pronounced and may in the future cause our operating results to fluctuate. In particular, we expect sales of hiring solutions to be weaker in the first quarter of the year due to budgetary cycles and sales of our marketing solutions to be weaker in the third quarter of the year as Internet usage during the summer months generally slows.

We expect our revenue growth rate to decline, and, as our costs increase, we may not be able to generate sufficient revenue to sustain our profitability over the long term.

From 2007 to 2009, our net revenue grew from $32.5 million to $120.1 million, which represents a compounded annual growth rate of approximately 92%. We expect that, in the future, our revenue growth rate will decline, and we may not be able to generate sufficient revenue to sustain our profitability. We also expect

our costs to increase in future periods, which could negatively affect our future operating results. In particular, in 2011, our philosophy is to continue to invest for future growth, and as a result we do not expect to be profitable on a GAAP basis in 2011. We expect to continue to expend substantial financial and other resources on:

•

our technology infrastructure, including website architecture, development tools scalability, availability, performance and security, as well as disaster recovery measures;

•

product development, including investments in our product development team and the development of new features;

•

sales and marketing, including a significant expansion of our field sales organization;

•

international expansion in an effort to increase our member base, engagement and sales; and

•

general administration, including legal and accounting expenses related to being a public company.

These investments may not result in increased revenue or growth in our business. If we fail to continue to grow our revenue and overall business, our operating results and business would be harmed.

We expect to face increasing competition in the market for online professional networks from social networking sites and Internet search companies, among others, as well as continued competition for customers of our hiring and marketing solutions.

We face significant competition in all aspects of our business, and we expect such competition to increase, particularly in the market for online professional networks.

Our industry is evolving rapidly and is becoming increasingly competitive. Larger and more established companies may focus on our market and could directly compete with us. Smaller companies, including application developers, could also launch new products and services that compete with us and that could gain market acceptance quickly. We also expect our existing competitors in the markets for hiring and marketing solutions to continue to focus on these areas. A number of these companies may have greater resources than us, which may enable them to compete more effectively. We and other companies have historically established alliances and relationships with some of these companies to allow broader exposure to users and access to data on the Internet. We may also, in the future, establish alliances or relationships with other competitors or potential competitors. To the extent companies terminate such relationships and establish alliances and relationships with others, our business could be harmed. Specifically, we compete for members, enterprises and professional organizations as discussed below.

Members—Professional Networks. The market for online professional networks is new and rapidly evolving. Other companies such as Facebook, Google, Microsoft and Twitter could develop competing solutions or partner with third parties to offer such products. We face competition from a number of smaller companies in international markets, such as Xing in Germany and Viadeo in France, that provide online professional networking solutions, as well as Internet companies in the customer relationship management market, such as Salesforce.com (Chatter and Jigsaw). Our competitors may announce new products, services or enhancements that better address changing industry standards or the needs of members and customers, such as mobile access. Any such increased competition could cause pricing pressure, loss of market share or decreased member engagement, any of which could adversely affect our business and operating results. Internet search engines could also change their methodologies in ways that adversely affect our ability to optimize our page rankings within their search results.

Enterprises and Professional Organizations—Recruiting. With respect to our hiring solutions, we compete with established online recruiting companies, such as Monster+HotJobs and CareerBuilder, talent management companies, such as Taleo, and traditional recruiting firms. If the efficiency and usefulness of our products to enterprises and professional organizations do not continue to exceed those provided by competitors, which factors are influenced by the number and engagement of our members, we will not be able to compete successfully.

Enterprises and Professional Organizations—Advertising and Marketing. With respect to our marketing solutions, we compete with online and offline outlets that generate revenue from advertisers and marketers. To the extent competitors are better able to provide advertisers with cost-effective access to attractive demographics, either through new business models or increased user volume, we may not be successful in retaining our existing advertisers or attracting new advertisers, and our business would be harmed.

Finally, other companies that provide content for professionals could develop more compelling offerings that compete with our premium subscriptions and adversely impact our ability to sell and renew subscriptions to our members.

If we fail to effectively manage our growth, our business and operating results could be harmed.

We continue to experience rapid growth in our headcount and operations, which will continue to place significant demands on our management and our operational and financial infrastructure. As of December 31, 2010, approximately 57% of our employees had been with us for less than one year and approximately 74% for less than two years. As we continue to grow, we must effectively integrate, develop and motivate a large number of new employees, and we must maintain the beneficial aspects of our corporate culture. In particular, we intend to continue to make substantial investments to expand our research and development, field sales, and general and administrative organizations, and our international operations. To attract top talent, we have had to offer, and believe we will need to continue to offer, highly competitive compensation packages before we can validate the productivity of those employees. The risks of over-hiring or over-compensating and the challenges of integrating a rapidly growing employee base into our corporate culture are exacerbated by our international expansion. Additionally, we may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs and successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity and retention could suffer, and our business and operating results could be adversely affected.

Additionally, if we do not effectively manage the growth of our business and operations, the quality of our solutions could suffer, which could negatively affect our brand, operating results and overall business. To effectively manage this growth, we will need to continue to improve our operational, financial and management controls, and our reporting systems and procedures by, among other things:

•

improving our information technology infrastructure to maintain the effectiveness of our solutions;

•

enhancing information and communication systems to ensure that our employees and offices around the world are well-coordinated and can effectively communicate with each other and our growing base of members, enterprises and professional organizations;

•

enhancing our internal controls to ensure timely and accurate reporting of all of our operations; and

•

appropriately documenting our information technology systems and our business processes.

These systems enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources. If we fail to implement these improvements effectively, our ability to manage our expected growth and comply with the rules and regulations that are applicable to publicly reporting companies will be impaired.

Our international operations are subject to increased challenges and risks.

We have started to expand our operations internationally, including opening several international offices and making our website available in languages other than English, and we expect to significantly expand our international operations in the future. We have limited operating history as a company outside the United States, and our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing

business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. International expansion will require us to invest significant funds and other resources. Expanding internationally may subject us to risks that we have not faced before, including risks associated with:

•

recruiting and retaining talented and capable employees in foreign countries;

•

providing solutions across a significant distance, in different languages and among different cultures, including potentially modifying our solutions and features to ensure that they are culturally relevant in different countries;

•

compliance with applicable foreign laws and regulations;

•

longer payment cycles in some countries;

•

credit risk and higher levels of payment fraud;

•

compliance with anti-bribery laws including without limitation, compliance with the Foreign Corrupt Practices Act;

•

currency exchange rate fluctuations;

•

foreign exchange controls that might prevent us from repatriating cash earned outside the United States;

•

political and economic instability in some countries, specifically in Ireland;

•

double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate; and

•

higher costs of doing business internationally.

If our revenue from our international operations, and particularly from our operations in the countries and regions on which we have focused our spending, do not exceed the expense of establishing and maintaining these operations, our business and operating results will suffer.

Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand our base of members, enterprises and professional organizations, or our ability to increase their level of engagement.

We have developed a strong brand that we believe has contributed significantly to the success of our business. Our brand is predicated on the idea that individual professionals will find immense value in building and maintaining their professional identities and reputations on our platform. Maintaining, protecting and enhancing the “LinkedIn” brand is critical to expanding our base of members, enterprises, advertisers, corporate customers and other partners, and increasing their engagement with our website, and will depend largely on our ability to maintain member trust, be a technology leader and continue to provide high-quality solutions, which we may not do successfully. If we do not successfully maintain a strong brand, our business could be harmed.

We may not be able to successfully halt the operations of websites that aggregate our data as well as data from other companies, including social networks, or copycat websites that have misappropriated our data in the past or may misappropriate our data in the future.

From time to time, third parties have misappropriated our data through website scraping, robots or other means and aggregated this data on their websites with data from other companies. In addition, “copycat” websites have misappropriated data on our network and attempted to imitate our brand or the functionality of our website. When we have become aware of such websites, we have employed technological or legal measures in an attempt to halt their operations. However, we may not be able to detect all such websites in a timely manner and,

even if we could, technological and legal measures may be insufficient to stop their operations. In some cases, particularly in the case of websites operating outside of the United States, our available remedies may not be adequate to protect us against such websites. Regardless of whether we can successfully enforce our rights against these websites, any measures that we may take could require us to expend significant financial or other resources.

Failure to protect or enforce our intellectual property rights could harm our business and operating results.

We regard the protection of our trade secrets, copyrights, trademarks, trade dress, domain names and patents as critical to our success. In particular, we must maintain, protect and enhance the “LinkedIn” brand. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others.

We pursue the registration of our domain names, trademarks, and service marks in the United States and in certain locations outside the United States. Effective trade secret, copyright, trademark, trade dress, domain name and patent prosecution is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We are seeking to protect our trademarks, patents, and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful or which may not pursue in every location. We may, over time, increase our investment in protecting our innovations through increased patent filing that is expensive and time-consuming.

Litigation may be necessary to enforce our intellectual property rights, protect our respective trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business and operating results. We may incur significant costs in enforcing our trademarks against those who attempt to imitate our “LinkedIn” brand. If we fail to maintain, protect and enhance our intellectual property rights, our business and operating results may be harmed and the market price of our Class A common stock could decline.

We are, and may in the future be, subject to intellectual property disputes, which are costly to defend and could harm our business and operating results.

From time to time, we face, and we expect to face in the future, allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors or non-practicing entities. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may require us to stop offering certain features, purchase licenses or modify our products and features while we develop non-infringing substitutes or may result in significant settlement costs.

In addition, we use open source software in our solutions and will use open source software in the future. From time to time, we may face claims against companies that incorporate open source software into their products, claiming ownership of, or demanding release of, the source code, the open source software and/or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our solutions, any of which would have a negative effect on our business and operating results.

Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, our operating results, our reputation or the market price of our Class A common stock.

If we do not continue to attract new customers, or if existing customers do not renew their subscriptions, renew on less favorable terms, or fail to purchase additional solutions, we may not achieve our revenue projections, and our operating results would be harmed.

In order to grow our business, we must continually attract new customers, sell additional solutions to existing customers and reduce the level of non-renewals in our business. Our ability to do so depends in large part on the success of our sales and marketing efforts. We do not typically enter into long-term contracts with our customers, and even when we do, they can generally terminate their relationship with us. We have limited historical data with respect to rates of customer renewals, upgrades and expansions, so we may not accurately predict future trends for any of these metrics. Furthermore, unlike traditional software companies, the nature of our products and solutions is such that customers may decide to terminate or not renew their agreements with us without causing significant disruptions to their own businesses.

We must demonstrate that our hiring solutions are an important recruiting tool for enterprises and professional organizations and that our marketing solutions provide them with access to an audience of one of the most influential, affluent and highly educated audiences on the Internet. However, potential customers may not be familiar with our solutions or may prefer other more traditional products and services for their hiring, advertising and marketing needs.

The rate at which we expand our customer base or increase our customers’ renewal rates may decline or fluctuate because of several factors, including the prices of our solutions, the prices of products and services offered by our competitors, reduced hiring by our customers or reductions in their hiring or marketing spending levels due to macroeconomic or other factors and the efficacy and cost-effectiveness of our solutions. If we do not attract new customers or if our customers do not renew their agreements for our solutions, renew on less favorable terms, or do not purchase additional functionality or offerings, our revenue may grow more slowly than expected or decline.

Ultimately, attracting new customers and retaining existing customers requires that we continue to provide high quality solutions that our customers value. In particular, our hiring solutions customers will discontinue their purchases of our solutions if we fail to effectively connect them with the talent they seek, and our premium subscribers will discontinue their subscriptions if they do not find the networking and business opportunities that they value. Similarly, customers of our marketing solutions will not continue to do business with us if their advertisements do not reach their intended audiences. Therefore we must continue to demonstrate to our customers that using our marketing solutions is the most effective and cost-efficient way to maximize their results. Even if our marketing solutions are providing value to our customers, advertisers are sensitive to general economic downturns and reductions in consumer spending, among other events and trends, which generally results in reduced advertising expenditures and could adversely affect sales of our marketing solutions. If we fail to provide high quality solutions and convince customers of our value proposition, we may not be able to retain existing customers or attract new customers, which would harm our business and operating results.

Because we recognize most of the revenue from our hiring solutions and our premium subscriptions over the term of the agreement, a significant downturn in these businesses may not be immediately reflected in our operating results.

We recognize revenue from sales of our hiring solutions and premium subscriptions over the terms of the agreements, which is typically 12 months. As a result, a significant portion of the revenue we report in each quarter is generated from agreements entered into during previous quarters. Consequently, a decline in new or renewed agreements in any one quarter may not significantly impact our revenue in that quarter but will

negatively affect our revenue in future quarters. In addition, we may be unable to adjust our fixed costs in response to reduced revenue. Accordingly, the effect of significant declines in the sales of these offerings may not be reflected in our short-term results of operations.

We depend on world class talent to grow and operate our business, and if we are unable to hire, retain and motivate our personnel, we may not be able to grow effectively.

Our future success will depend upon our continued ability to identify, hire, develop, motivate and retain world class talent. Our ability to execute efficiently is dependent upon contributions from all of our employees, in particular our senior management team. Key institutional knowledge remains with a small group of long-term employees and directors whom we may not be able to retain. We may not be able to retain the services of any of our long-term employees or other members of senior management in the future. We do not have employment agreements other than offer letters with any key employee, and we do not maintain key person life insurance for any employee. In addition, from time to time, there may be changes in our senior management team that may be disruptive to our business. If our senior management team, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be harmed.

Our growth strategy also depends on our ability to expand and retain our organization with world class talent. Identifying, recruiting, training and integrating qualified individuals will require significant time, expense and attention. In addition to hiring new employees, we must continue to focus on retaining our best talent. Competition for these resources is intense, particularly in the San Francisco Bay Area, where our headquarters is located. If we are not able to effectively increase and retain our talent, our ability to achieve our strategic objectives will be adversely impacted, and our business will be harmed.

We believe that our culture has the potential to be a key contributor to our success. From 2009 to 2010, we doubled the size of our workforce, and we expect to continue to hire aggressively as we expand, especially in field sales and internationally. If we do not continue to develop our corporate culture as we grow and evolve, including maintaining our culture of transparency with our employees, it could harm our ability to foster the innovation, creativity and teamwork we believe we need to support our growth. In addition, our initial public offering could create disparities of wealth among our employees, which could adversely impact relations among employees and our culture in general.

Many individuals are using devices other than personal computers to access the Internet. If users of these devices do not widely adopt solutions we develop for these devices, our business could be adversely affected.

The number of people who access the Internet through devices other than personal computers, including mobile telephones, personal digital assistants, smart phones and handheld tablets or computers, has increased dramatically in the past few years and is projected to continue to increase. If we are unable to develop mobile solutions to meet the needs of our users, our business could suffer. Additionally, as new devices and new platforms are continually being released, it is difficult to predict the problems we may encounter in developing versions of our solutions for use on these alternative devices, and we may need to devote significant resources to the creation, support, and maintenance of such devices.

The effectiveness of our marketing solutions depends in part on our relationships with advertising serving technology companies.

We rely, in part, on advertising serving technology companies to deliver our marketing solutions product. Our agreements with these companies may not be extended or renewed after their respective expirations, or we may not be able to extend or renew our agreements on terms and conditions favorable to us. If these agreements are terminated, we may not be able to enter into agreements with alternative companies on acceptable terms or on a timely basis or both, which could negatively impact revenue from our marketing solutions.

Enterprises or professional organizations, including governmental agencies, may restrict access to our website, which could lead to the loss or slowing of growth in our member base or the level of member engagement.

Our solutions depend on the ability of our members to access the Internet and our website. Enterprises or professional organizations, including governmental agencies, could block access to our website or the Internet generally for a number of reasons such as security or confidentiality concerns or regulatory reasons, or they may adopt policies that prohibit listing the employers’ names on the employees’ LinkedIn profiles in order to minimize the risk that employees will be contacted and hired by other employers. These entities block or limit access to our website or adopt policies restricting our members from providing us with accurate and up-to-date information. As a result, the value of our network could be negatively impacted, which would adversely affect our ability to offer compelling hiring and marketing solutions and subscriptions to our members, enterprises, professional organizations and customers.

If Internet search engines’ methodologies are modified or our search result page rankings decline for other reasons, our member engagement could decline.

We depend in part on various Internet search engines, such as Google, Bing and Yahoo!, to direct a significant amount of traffic to our website. Our ability to maintain the number of visitors directed to our website is not entirely within our control. Our competitors’ search engine optimization, or SEO, efforts may result in their websites receiving a higher search result page ranking than ours, or Internet search engines could revise their methodologies in an attempt to improve their search results, which could adversely affect the placement of our search result page ranking. If search engine companies modify their search algorithms in ways that are detrimental to our new user growth or in ways that make it harder for our members to use our website, or if our competitors’ SEO efforts are more successful than ours, overall growth in our member base could slow, member engagement could decrease, and we could lose existing members. These modifications may be prompted by search engine companies entering the online professional networking market or aligning with competitors. Our website has experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future. Any reduction in the number of users directed to our website would harm our business and operating results.

Our growth depends in part on the success of our strategic relationships with third parties.

We anticipate that we will continue to depend on relationships with various third parties, including technology and content providers to grow our business. Identifying, negotiating and documenting relationships with third parties require significant time and resources, as does integrating third-party content and technology. Our agreements with technology and content providers and similar third parties are typically non-exclusive and do not prohibit them from working with our competitors or from offering competing services. Our competitors may be effective in providing incentives to these parties to favor their solutions or may prevent us from developing strategic relationships with these parties. In addition, these third parties may not perform as expected under our agreements with them, and we have had, and may in the future have, disagreements or disputes with these parties, which could negatively affect our brand and reputation. It is possible that these third parties may not be able to devote the resources we expect to the relationship. If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our operating results would suffer. Even if we are successful, these relationships may not result in improved operating results.

If currency exchange rates fluctuate substantially in the future, the results of our operations, which are reported in U.S. dollars, could be adversely affected.

As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. We incur expenses for employee compensation and other operating

expenses at our non-U.S. locations in the local currency, and an increasing percentage of our international revenue is from customers who pay us in currencies other than the U.S. dollar. Fluctuations in the exchange rates between the U.S. dollar and those other currencies could result in the dollar equivalent of such expenses being higher and/or the dollar equivalent of such foreign-denominated revenue being lower than would be the case if exchange rates were stable. This could have a negative impact on our reported operating results. To date, we have not engaged in any hedging strategies, and any such strategies, such as forward contracts, options and foreign exchange swaps related to transaction exposures that we may implement to mitigate this risk may not eliminate our exposure to foreign exchange fluctuations.

The intended tax benefits of our corporate structure and intercompany arrangements depend on the application of the tax laws of various jurisdictions and on how we operate our business.

Our corporate structure and intercompany arrangements, including the manner in which we develop and use our intellectual property and the transfer pricing of our intercompany transactions, are intended to reduce our worldwide effective tax rate. The application of the tax laws of various jurisdictions, including the United States, to our international business activities is subject to interpretation and depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and harm our financial position and results of operations.

The enactment of legislation implementing changes in the U.S. taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations.

The current administration has made public statements indicating that it has made international tax reform a priority, and key members of the U.S. Congress have conducted hearings and proposed new legislation. Recent changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could impact the tax treatment of our foreign earnings. Due to the large and expanding scale of our international business activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and harm our financial position and results of operations.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features and products or enhance our existing solutions, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

Risks Related to Our Class A Common Stock and this Offering

The dual class structure of our common stock as contained in our charter documents has the effect of concentrating voting control with those stockholders who held our stock prior to this offering, including our founders and our executive officers, employees and directors and their affiliates, and limiting your ability to influence corporate matters.

Our Class B common stock has 10 votes per share, and our Class A common stock, which is the stock we are offering in this initial public offering, has one vote per share. Stockholders who hold shares of Class B common stock, including our founders, and our executive officers, employees and directors and their affiliates, will together hold approximately % of the voting power of our outstanding capital stock following this offering, and our co-founder and Chair, Reid Hoffman, will control approximately % of our outstanding Class A and Class B common stock, representing approximately % of the voting power of our outstanding capital stock, following this offering, and therefore will have significant influence over the management and affairs of the company and over all matters requiring stockholder approval, including election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets, for the foreseeable future.

In addition, the holders of Class B common stock collectively will continue to be able to control all matters submitted to our stockholders for approval even if their stock holdings represent less than 50% of the outstanding shares of our common stock. Because of the 10-to-1 voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock even when the shares of Class B common stock represent as little as 10% of the combined voting power of all outstanding shares of our Class A and Class B common stock. This concentrated control will limit your ability to influence corporate matters for the foreseeable future, and, as a result, the market price of our Class A common stock could be adversely affected.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, Mr. Hoffman retains a significant portion of his holdings of Class B common stock for an extended period of time, he could, in the future, control a majority of the combined voting power of our Class A and Class B common stock. As a board member, Mr. Hoffman owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Hoffman is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.

Provisions in our certificate of incorporation and bylaws, as amended and restated in connection with this offering, may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated certificate of incorporation and amended and restated bylaws will include provisions that:

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authorize our board of directors to issue, without further action by the stockholders, up to shares of undesignated preferred stock;

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require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

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specify that special meetings of our stockholders can be called only by our board of directors, the Chair of our board of directors, or our Chief Executive Officer;

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establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;

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establish that our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving three-year staggered terms;

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prohibit cumulative voting in the election of directors;

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provide that our directors may be removed only for cause;

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provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;

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require the approval of our board of directors or the holders of a supermajority of our outstanding shares of capital stock to amend our bylaws and certain provisions of our certificate of incorporation; and

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reflect two classes of common stock, as discussed above.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

Our share price may be volatile, and you may be unable to sell your shares at or above the offering price, if at all.

The initial public offering price for the shares of our Class A common stock will be determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. The market price of our Class A common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:

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actual or anticipated fluctuations in our financial condition and operating results;

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changes in projected operational and financial results;

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addition or loss of significant customers;

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changes in laws or regulations applicable to our solutions;

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actual or anticipated changes in our growth rate relative to our competitors;

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announcements of technological innovations or new offerings by us or our competitors;

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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments;

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additions or departures of key personnel;

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issuance of new or updated research or reports by securities analysts;

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fluctuations in the valuation of companies perceived by investors to be comparable to us;

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sales of our Class A or Class B common stock by us or our stockholders;

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share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

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the expiration of contractual lock-up agreements; and

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general economic and market conditions.

Furthermore, the stock markets recently have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often

have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our Class A common stock. If the market price of our Class A common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

Prior to this offering, there has been limited trading of our common stock in alternative online markets at prices that may be higher than what our Class A common stock will trade at once it is listed.

While, prior to this offering, our shares have not been listed on any stock exchange or other public trading market, there has been some trading of our securities, for instance, in private trades or trades on alternative online markets, such as SecondMarket and SharesPost, that exist for privately traded securities. These markets are speculative, and the trading price of our securities on these markets is privately negotiated. The future value of our Class A common stock will depend to a large degree on our business and financial performance, and we cannot assure you that the price of our Class A common stock will equal or exceed the price at which our securities have traded on these private secondary markets.

We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

The net proceeds from this offering may be used for general corporate purposes, including working capital. We may also use a portion of the net proceeds to acquire complementary businesses, products, services or technologies. However, we do not have any agreements or commitments for any acquisitions at this time. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or market value. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

Because the initial public offering price of our Class A common stock will be substantially higher than the pro forma net tangible book value per share of our outstanding Class A and Class B common stock following this offering, new investors will experience immediate and substantial dilution.

The initial public offering price will be substantially higher than the pro forma net tangible book value per share of our Class A and Class B common stock immediately following this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our Class A common stock in this offering, you will experience immediate dilution of $ per share, the difference between the price per share you pay for our Class A common stock and its pro forma net tangible book value per share as of September 30, 2010, after giving effect to the issuance of shares of our Class A common stock in this offering. See “Dilution” on page 37. Furthermore, investors purchasing shares of our Class A common stock in this offering will only own approximately % of our outstanding shares of Class A and Class B common stock (and have % of the combined voting power of the outstanding shares of our Class A and Class B common stock), after the offering even though their aggregate investment will represent % of the total consideration received by us in connection with all initial sales of shares of our capital stock outstanding as of September 30, 2010, after giving effect to the issuance of shares of our Class A common stock in this offering and shares of our Class A common stock to be sold by certain selling stockholders. To the extent outstanding options to purchase our Class B common stock are exercised, investors purchasing our Class A common stock in this offering will experience further dilution.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our Class A common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Future sales of our Class A common stock in the public market could cause our share price to decline.

Sales of a substantial number of shares of our Class A common stock in the public market after this offering, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities. Based on the total number of outstanding shares of our common stock as of December 31, 2010, upon completion of this offering, we will have shares of Class A common stock and 88,955,943 shares of Class B common stock outstanding, assuming no exercise of our outstanding options.

All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act. The remaining shares of Class B common stock outstanding after this offering, based on shares outstanding as of December 31, 2010, will be restricted as a result of securities laws, lock-up agreements or other contractual restrictions that restrict transfers for at least 180 days after the date of this prospectus, subject to certain extensions.

Morgan Stanley & Co. Incorporated may, in its sole discretion, release all or some portion of the shares subject to lock-up agreements prior to expiration of the lock-up period.

After this offering, the holders of 45,185,435 shares of Class B common stock, or % of our total outstanding common stock, based on shares outstanding as of December 31, 2010, will be entitled to rights with respect to registration of these shares under the Securities Act pursuant to an investors’ rights agreement. Shares of our Class B common stock automatically will convert into shares of our Class A common stock upon any sale or transfer, whether or not for value, except for certain transfers described in our amended and restated certificate of incorporation to become effective upon completion of this offering. If these holders of our Class B common stock, by exercising their registration rights, sell a large number of shares, they could adversely affect the market price for our Class A common stock. If we file a registration statement for the purposes of selling additional shares to raise capital and are required to include shares held by these holders pursuant to the exercise of their registration rights, our ability to raise capital may be impaired. We intend to file a registration statement on Form S-8 under the Securities Act to register approximately million shares of our Class A common stock for issuance under our Amended and Restated 2003 Stock Incentive Plan and 2011 Equity Incentive Plan. Once we register these shares, they can be freely sold in the public market upon issuance and once vested, subject to a 180-day lock-up period and other restrictions provided under the terms of the applicable plan and/or the option agreements entered into with option holders.

No public market for our Class A common stock currently exists, and an active public trading market may not develop or be sustained following this offering.

Prior to this offering, there has been no public market for our Class A common stock, and there has been no public market for our Class B common stock other than the limited trading that has occurred on alternative online markets, such as SecondMarket and SharesPost, which has been occurring on a speculative basis. Although we expect to apply to list our Class A common stock on a national securities exchange, an active trading market may

not develop following the completion of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we will trade and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire more employees in the future, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal controls over financial reporting. We may not complete our analysis of our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our auditors have issued an attestation report on our management’s assessment of our internal controls.

We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. We have in the past identified one material weakness and significant deficiencies in our internal control over financial reporting, and although we believe we have remediated the material weakness, certain significant deficiencies remain, and we cannot assure you that there will not be material weaknesses and additional significant deficiencies in our internal controls in the future. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our Class A common stock to decline.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•

our ability to timely and effectively scale and adapt our existing technology and network infrastructure;

•

our ability to increase engagement of our solutions by our members, enterprises and professional organizations;

•

our ability to protect our users’ information and adequately address privacy concerns;

•

our ability to maintain an adequate rate of revenue growth;

•

the effects of increased competition in our market;

•

our ability to effectively manage our growth;

•

our ability to successfully enter new markets and manage our international expansion;

•

to maintain, protect and enhance our brand and intellectual property;

•

costs associated with defending intellectual property infringement and other claims;

•

the attraction and retention of qualified employees and key personnel; and

•

other risk factors included under “Risk Factors” in this prospectus.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the Securities and Exchange Commission as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

Market, Industry and Other Data

Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our general expectations and market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made that are based on those data and other similar sources and on our knowledge of the markets for our products and services. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified any third-party information and cannot assure you of its accuracy or completeness. While we believe the market position, market opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of the shares of our Class A common stock offered by us will be approximately $ million, based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ over-allotment option to purchase additional shares in this offering is exercised in full, we estimate that our net proceeds will be approximately $ million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of Class A common stock by the selling stockholders.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of one million shares in the number of shares of Class A common stock offered by us would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the assumed initial public offering price remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We currently intend to use the net proceeds to us from this offering primarily for general corporate purposes, including working capital, sales and marketing activities, general and administrative matters and capital expenditures. We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments. We will have broad discretion over the uses of the net proceeds in this offering. Pending these uses, we intend to invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government.

By establishing a public market for our Class A common stock, this offering is also intended to facilitate our future access to public markets.

DIVIDEND POLICY

We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our capital stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

CAPITALIZATION

The following table shows our cash and cash equivalents and our capitalization as of September 30, 2010 on:

•

an actual basis;

•

a pro forma basis, giving effect to the filing of our amended and restated certificate of incorporation and the automatic conversion of all outstanding shares of preferred stock and common stock into an aggregate of 88,488,285 shares of Class B common stock prior to the completion of this offering as if such conversion had occurred on September 30, 2010; and

•

a pro forma as adjusted basis, giving effect to the sale by us of shares of Class A common stock in this offering, at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the sale of shares of Class A common stock by the selling stockholders.


	As of September 30, 2010
	Actual			Pro Forma			Pro Forma, As Adjusted ⁽¹⁾
	(in thousands, except share and per share data)
Cash and cash equivalents	$	89,647		$	89,647		$

Redeemable convertible preferred stock, $0.0001 par value: 11,157,993 shares authorized, 10,957,631 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted	$	87,981		$	—		$	—
Convertible preferred stock, $0.0001 par value: 34,689,570 shares authorized, issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		15,846			—			—
Stockholders’ equity:
Preferred stock, $0.0001 par value; no shares authorized, issued and outstanding, actual; 100,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted		—			—			—
Common stock, $0.0001 par value: 120,000,000 shares authorized, 42,841,084 shares issued and outstanding, actual; 1,000,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted		4			—
Class A common stock, $0.0001 par value: no shares authorized, issued and outstanding, actual; 1,000,000,000 shares authorized, no shares issued and outstanding, pro forma; 1,000,000,000 shares authorized, shares issued and outstanding, pro forma as adjusted		—			—
Class B common stock, $0.0001 par value: no shares authorized, issued and outstanding, actual; 120,000,000 shares authorized, 88,488,285 shares issued and outstanding, pro forma and pro forma as adjusted		—			9
Additional paid-in capital		21,563			125,385
Accumulated other comprehensive loss		(3	)		(3	)
Accumulated deficit		(9,989	)		(9,989	)

Total stockholders’ equity		27,421			115,402

Total capitalization	$	115,402		$	115,402		$

(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of one million shares in the number of shares of Class A common stock offered by us would increase (decrease) cash and cash equivalents, and additional paid-in capital, total stockholders’ equity and total capitalization by approximately $ million, assuming the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

The total number of shares of our Class A and Class B common stock reflected in the discussion and table above is based on no shares of Class A common stock and 88,488,285 shares of our Class B common stock (including preferred stock on an as converted basis) outstanding on a pro forma basis, as of September 30, 2010, and excludes, as of September 30, 2010:

•

15,024,878 shares of Class B common stock issuable upon the exercise of outstanding options granted pursuant to our Amended and Restated 2003 Stock Incentive Plan at a weighted-average exercise price of $3.58 per share;

•

1,597,668 unallocated shares of Class B common stock available for future issuance under our Amended and Restated 2003 Stock Incentive Plan; and

•

additional shares of Class A common stock, subject to increase on an annual basis, reserved for future issuance under our 2011 Equity Incentive Plan, which will become effective in connection with this offering.

DILUTION

If you invest in our Class A common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. The historical net tangible book value of our common stock as of September 30, 2010 was $109.5 million, or $2.55 per share. Historical net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of shares of outstanding common stock.

After giving effect to the (i) automatic conversion of our outstanding preferred stock into our Class B common stock immediately prior to the completion of this offering and (ii) receipt of the net proceeds from our sale of shares of Class A common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2010 would have been $ million, or $ per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $ per share to existing stockholders and an immediate dilution of $ per share to new investors purchasing Class A common stock in this offering.

The following table illustrates this dilution on a per share basis to new investors:


Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of September 30, 2010	$
Increase per share attributable to this offering

Pro forma net tangible book value per share, as adjusted to give effect to this offering

Dilution in pro forma net tangible book value per share to new investors in this offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the pro forma net tangible book value, as adjusted to give effect to this offering, by $ per share and the dilution to new investors by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated expenses payable by us. Similarly, each increase (decrease) of one million shares in the number of shares of Class A common stock offered by us would increase (decrease) the pro forma net tangible book value, as adjusted to give effect to this offering, by $ per share and the dilution to new investors by $ per share, assuming the assumed initial public offering price remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us. If the underwriters exercise their over-allotment option in full, the pro forma net tangible book value per share of our Class A and Class B common stock, as adjusted to give effect to this offering, would be $ per share, and the dilution in pro forma net tangible book value per share to investors in this offering would be $ per share of Class A common stock.

The table below summarizes as of September 30, 2010, on a pro forma as adjusted basis described above, the number of shares of our common stock, the total consideration and the average price per share (i) paid to us by existing stockholders and (ii) to be paid by new investors purchasing our Class A common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses.


	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent			Average Price Per Share
Existing stockholders				%	$			%	$
New investors

Total			100.0	%	$		100.0	%

The total number of shares of our Class A and Class B common stock reflected in the discussion and tables above is based on no shares of Class A common stock and 88,488,285 shares of our Class B common stock (including preferred stock on an as converted basis) outstanding, as of September 30, 2010, and excludes, as of September 30, 2010:

•

1,597,668 unallocated shares of Class B common stock available for future issuance under our Amended and Restated 2003 Stock Incentive Plan; and

•

Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders to be reduced to shares, or % of the total number of shares of our common stock outstanding after this offering, and will increase the number of shares held by new investors to shares, or % of the total number of shares of our common stock outstanding after this offering. In addition, if the underwriters’ over-allotment option is exercised in full, the number of shares held by the existing stockholders after this offering would be reduced to % of the total number of shares of our common stock outstanding after this offering, and the number of shares held by new investors would increase to shares, or % of the total number of shares of our common stock outstanding after this offering.

To the extent that any outstanding options are exercised, new options are issued under our stock-based compensation plans or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. If all outstanding options under our Amended and Restated 2003 Stock Incentive Plan as of September 30, 2010 were exercised, then our existing stockholders, including the holders of these options, would own % and our new investors would own % of the total number of shares of our Class A and Class B common stock outstanding upon the completion of this offering. In such event, the total consideration paid by our existing stockholders, including the holders of these options, would be approximately $ million, or %, the total consideration paid by our new investors would be $ million, or %, the average price per share paid by our existing stockholders would be $ and the average price per share paid by our new investors would be $ .

SELECTED CONSOLIDATED FINANCIAL DATA

You should read the following selected historical consolidated financial data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included in this prospectus. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included in this prospectus.

The consolidated statements of operations data for the years ended December 31, 2007, 2008 and 2009 and the consolidated balance sheet data as of December 31, 2008 and 2009 are derived from our audited consolidated financial statements included in this prospectus. The consolidated statements of operations data for the years ended December 31, 2005 and 2006 and the consolidated balance sheet data as of December 31, 2005, 2006 and 2007 are derived from our audited consolidated financial statements not included in this prospectus. The unaudited consolidated statements of operations data for the nine months ended September 30, 2009 and 2010, and the unaudited consolidated balance sheet data as of September 30, 2010, are derived from our unaudited consolidated financial statements that are included elsewhere in the prospectus. We have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in the future, and our interim results are not necessarily indicative of the results to be expected for the full fiscal year.


	Year Ended December 31,															Nine Months Ended September 30,
	2005			2006			2007			2008			2009			2009			2010
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Net revenue	$	1,195		$	9,836		$	32,486		$	78,773		$	120,127		$	80,794		$	161,403
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)		750			2,019			7,384			18,589			25,857			18,021			29,982
Sales and marketing		1,075			1,555			5,037			16,986			26,847			17,577			38,340
Product development		2,701			4,411			11,578			29,366			39,444			27,307			44,151
General and administrative		1,426			2,248			6,812			12,976			19,480			12,831			23,431
Depreciation and amortization		674			973			2,107			6,365			11,854			8,399			12,986

Total costs and expenses		6,626			11,206			32,918			84,282			123,482			84,135			148,890

(Loss) income from operations		(5,431	)		(1,370	)		(432	)		(5,509	)		(3,355	)		(3,341	)		12,513
Other income (expense), net		120			696			773			1,277			230			359			(269	)

Income (loss) before income taxes		(5,311	)		(674	)		341			(4,232	)		(3,125	)		(2,982	)		12,244
Provision for income taxes		1			3			13			290			848			399			2,176

Net income (loss)		(5,312	)		(677	)		328			(4,522	)		(3,973	)		(3,381	)		10,068
Undistributed earnings allocated to preferred stockholders		—			—			(328	)		—			—			—			(8,215	)

Net income (loss) attributable to common stockholders	$	(5,312	)	$	(677	)	$	—		$	(4,522	)	$	(3,973	)	$	(3,381	)	$	1,853

Net income (loss) per share attributable to common stockholders:
Basic	$	(0.19	)	$	(0.02	)	$	0.00		$	(0.11	)	$	(0.10	)	$	(0.08	)	$	0.04

Diluted	$	(0.19	)	$	(0.02	)	$	0.00		$	(0.11	)	$	(0.10	)	$	(0.08	)	$	0.04

Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic		28,101			31,438			38,092			42,389			41,184			41,032			42,239

Diluted		28,101			31,438			38,961			42,389			41,184			41,032			45,486

Pro forma net income (loss) per share attributable to common stockholders⁽¹⁾(unaudited):
Basic													$	(0.05	)				$	0.11

Diluted													$	(0.05	)				$	0.11

Pro forma weighted-average shares used to compute pro forma net income (loss) per share attributable to common stockholders⁽¹⁾ (unaudited):
Basic														86,822						87,884

Diluted														86,822						91,131


Other Financial and Operational Data:
Adjusted EBITDA⁽²⁾	$	(4,749	)	$	(285	)	$	3,480		$	5,461		$	14,651		$	9,364		$	31,619
Number of registered members (at period end)		4,148			7,885			16,712			32,307			55,111			48,004			80,553

(1)

(2)

Stock-based compensation included in the statements of operations data above was as follows:


	Year Ended December 31,										Nine Months Ended September 30,
	2005		2006		2007		2008		2009		2009		2010
	(in thousands)
Cost of revenue	$	—	$	5	$	87	$	298	$	370	$	228	$	301
Sales and marketing		—		13		163		513		657		458		844
Product development		—		78		599		1,214		2,346		1,646		2,155
General and administrative		8		16		956		2,580		2,779		1,974		2,820

Total stock-based compensation	$	8	$	112	$	1,805	$	4,605	$	6,152	$	4,306	$	6,120


	As of December 31,											As of September 30, 2010
	2005		2006			2007		2008		2009		As of September 30, 2010
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	4,016	$	4,073		$	17,946	$	80,495	$	89,979	$	89,647
Property and equipment, net		1,566		2,162			9,702		21,724		25,730		48,934
Working capital		3,004		1,595			10,175		71,486		71,885		62,495
Total assets		6,083		7,718			35,162		122,062		148,559		196,995
Redeemable convertible preferred stock		—		(100	)		12,700		87,981		87,981		87,981
Convertible preferred stock		15,413		15,413			15,413		15,413		15,413		15,846
Total stockholders’ equity		4,413		3,961			6,589		5,230		9,082		27,421

Adjusted EBITDA

Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

•

adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;

•

adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and

•

other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.


	Year Ended December 31,															Nine Months Ended September 30,
	2005			2006			2007			2008			2009			2009			2010
	(in thousands)
Reconciliation of Adjusted EBITDA:
Net income (loss)	$	(5,312	)	$	(677	)	$	328		$	(4,522	)	$	(3,973	)	$	(3,381	)	$	10,068
Provision for income taxes		1			3			13			290			848			399			2,176
Other (income) expense, net		(120	)		(696	)		(773	)		(1,277	)		(230	)		(359	)		269
Depreciation and amortization		674			973			2,107			6,365			11,854			8,399			12,986
Stock-based compensation		8			112			1,805			4,605			6,152			4,306			6,120

Adjusted EBITDA	$	(4,749	)	$	(285	)	$	3,480		$	5,461		$	14,651		$	9,364		$	31,619

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Overview

Our comprehensive platform provides members with solutions, including applications and tools to search, connect and communicate with business contacts, learn about attractive career opportunities, join industry groups, research organizations and share information. At the core of our platform are our members, who create profiles that serve as their professional profiles and are accessible by any other member, as well as (unless a member chooses otherwise) anyone with an Internet connection. We believe that our platform allows our members to compete more effectively, make better decisions faster and manage their careers to achieve their full potential.

We provide enterprises and professional organizations of all sizes with solutions to identify specific talent within our global network, enable their employees to be more productive and successful, build brand awareness, and market their products and services. Enterprises and professional organizations that use our solutions include large corporations, small- and medium-sized businesses, educational institutions, government agencies, non-profit organizations and other similar entities.

Our financial objective is to create sustainable revenue and earnings growth over the long term. To best achieve this objective, we focus on our members who create their profiles on LinkedIn and utilize the majority of our solutions at no cost. We believe this approach is the best way to continue to build a critical mass of members resulting in beneficial network effects, which promote greater utilization of our solutions, higher levels of engagement and increased value for all of our members. Similarly, we strive to ensure that our hiring solutions, marketing solutions and premium subscriptions deliver a high level of value for both our customers and our members. We believe this monetization strategy creates a symbiotic relationship among members, customers and our entire network that supports our financial objective.

In May 2003, we launched the LinkedIn.com website, and by the end of 2003 we had 14 employees and over 78,000 members. In September 2004, we began generating revenue on our website through our marketing solutions. We launched LinkedIn Jobs, which is currently a component of our hiring solutions, and began generating revenue from it in March 2005. Later that year, we launched our first premium subscription product and began generating revenue from it in August 2005. In March 2008, we launched LinkedIn Corporate Solutions, a key component of our hiring solutions, further diversifying our sources of revenue. As of December 31, 2010, we had 990 employees and over 90 million members.

We were incorporated in Delaware in March 2003 and are headquartered in Mountain View, California. Our international headquarters is located in Dublin, Ireland. We have sales and marketing offices in Australia, Canada, India, the Netherlands and the United Kingdom. For the nine months ended September 30, 2010, 27% of our net revenue was derived from customers located outside the United States. We expect the percentage of total

net revenue derived from outside the United States to increase in future periods as we continue to expand our international operations.

We have experienced rapid growth in recent periods. For the nine months ended September 30, 2010, our net revenue was $161.4 million, which represented an increase of 100% from the nine months ended September 30, 2009. For the nine months ended September 30, 2010, we generated $10.1 million of net income and $31.6 million of adjusted EBITDA, which represented an increase of 238% from the nine months ended September 30, 2009. Our future growth will depend, in part, on our ability to increase our member base and member engagement, which we believe will result in increased sales of our hiring solutions, marketing solutions and premium subscriptions to new and existing customers.

In 2011, our philosophy is to continue to invest for long-term growth. We expect to continue to invest heavily in our product development efforts to enable our members and customers to derive more value from our platform. In addition, we expect to continue to aggressively expand our field sales organization to market our solutions both in the United States and internationally. We expect to continue to make significant capital expenditures to upgrade our technology and network infrastructure to improve the ability of our website to handle expected increases in usage and to enable the release of new features and solutions. As a result of our investment philosophy, we do not expect to be profitable on a GAAP basis in 2011.

How We Generate Revenue

We generate revenue from selling our hiring solutions and marketing solutions offline through our field sales organization or online on our website. We also generate revenue from online sales of our premium subscriptions. Since 2008, net revenue from our hiring solutions has increased as a percentage of our total net revenue:

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	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
	(dollars in thousands)
Net revenue by product:
Hiring solutions	$	7,467		$	17,352		$	36,136		$	23,753		$	65,926
Marketing solutions		7,780			25,972			38,278			23,820			51,370
Premium subscriptions		17,239			35,449			45,713			33,221			44,107

Total	$	32,486		$	78,773		$	120,127		$	80,794		$	161,403


Percentage of net revenue by product:
Hiring solutions		23	%		22	%		30	%		29	%		41	%
Marketing solutions		24			33			32			30			32
Premium subscriptions		53			45			38			41			27

Total		100	%		100	%		100	%		100	%		100	%

Hiring Solutions. Revenue from our hiring solutions is derived primarily from the sale of our LinkedIn Corporate Solutions and LinkedIn Jobs products. LinkedIn Corporate Solutions allow enterprises and professional organizations to identify job candidates based on industry, job function, geography, experience, education, and other specifications. Our customers can also purchase job slots to utilize job postings on our website throughout the contract term. We recognize the net revenue from sales of LinkedIn Corporate Solutions ratably over the subscription period, which is typically 12 months and billed annually, quarterly or monthly. We also sell LinkedIn Jobs on our website to enterprises and professional organizations of all sizes. These jobs are generally posted for 30 days, and revenue from individual job postings is recognized over the same period.

Growth in our hiring solutions will largely depend on our ability to grow our customer pipeline while maintaining strong renewal and upsell rates with current customers, which will depend on increased productivity from our expanded field sales organization. In addition, our growth depends in part on minimizing cancellations and reductions in the number of licensed seats.

Marketing Solutions. Revenue from our marketing solutions is derived primarily from fees we receive from marketers, principally advertising agencies and direct advertisers, for display and text ads on our website. We also provide a self-service advertising solution that allows marketers to directly create and place ads on prominent pages on our website. Revenue from display or text ads is generally recognized when the advertising “impression” is displayed on our website.

Growth in our marketing solutions will largely depend on our ability to provide marketers with targeted access to professionals, which will depend on our ability to increase our number of registered members, level of member engagement and advertising inventory. In addition, the success of our marketing solutions will depend on our ability to increase awareness of our solutions among marketers, which will depend on increased productivity from our expanded field sales organization, and overall continued growth in online advertising budgets.

Premium Subscriptions. Revenue from our premium subscriptions is derived primarily from online sales of our Business, Business Plus and Executive subscription products. These products provide our members, acting as individuals or on behalf of their enterprises or professional organizations, with access to more tools and features than our free membership, including enhanced search results, enhanced communication capability, improved organizational functionality and priority customer support. Premium subscriptions do not include other subscription revenue from sales of the Talent and Job Seeker families of products, which are part of our hiring solutions. We offer our members monthly or annual subscriptions. Revenue from our premium subscriptions is recognized ratably over the contract period, which is generally one to 12 months.

Growth in our premium subscriptions will largely depend on our ability to increase our number of registered members and level of member engagement as well as our ability to continue to offer features and content that our members, enterprises and professional organizations find compelling as sources of professional knowledge, insights and opportunities, while minimizing the number of cancellations and downgrades.

A substantial portion of our net revenue is subscription-based and exhibits characteristics that are similar to a software-as-a-service, or SaaS, business model. Specifically, LinkedIn Recruiter requires a significant upfront investment of resources to procure new business, but the resulting revenue is recognized over the contract period.

Key Metrics

We regularly review a number of metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.

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Number of Registered Members. We define the number of registered members in our network as the number of individual users who have created a member profile on our website as of the date of measurement. We believe the number of registered members is a key indicator of the growth of our

network and our ability to receive the benefits of the network effects resulting from such growth. Growth in our member base depends, in part, on our ability to successfully develop and market our solutions to professionals who have not yet become members of our network. Member growth will also be contingent on our ability to include additional languages on our website and continued international expansion of our member base. We typically experience slower member growth in the third quarter of the year as a result of decreased Internet usage by professionals during the summer months. We believe that a higher number of registered members will result in increased sales of our hiring and marketing solutions and premium subscriptions, as customers will have access to a larger pool of professional talent.

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Unique Visitors. We define unique visitors as users who have visited our website at least once during a month regardless of whether they are a member, based on data provided by comScore, a leading provider of digital marketing intelligence. We view unique visitors as a key indicator of growth in our brand awareness among users and whether we are providing our members with useful tools and applications, thereby increasing member engagement. We believe that a higher level of member engagement will result in increased sales of our hiring and marketing solutions and premium subscriptions, as customers will have access to a larger pool of professional talent. Growth in unique visitors will be driven by our international expansion, growth in the number of registered members and improvements to features and products that drive member traffic to our website.

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Page Views. We define page views as the number of pages on our website that users view during the measurement period based on data provided by comScore. Similar to unique visitors, we believe page views is a key indicator for gaining insight into whether we are increasing member engagement and whether our members are deriving value from our solutions. We expect growth in page views will be driven, in part, by improvements in features and products that drive member traffic to our website, growth in the number of registered members and international expansion. However, page views may not capture all of the value that our members and other users derive from our solutions because part of the benefit of certain products and features is that the member or user does not need to visit our website to receive value from our platform. For example, members can respond to emails they receive from other members without accessing their LinkedIn account or our website.

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Number of LinkedIn Corporate Solutions Customers. We define the number of LinkedIn Corporate Solutions customers as the number of enterprises and professional organizations that we have under active contracts for this product as of the date of measurement. Our LinkedIn Corporate Solutions include LinkedIn Recruiter, Job Slots, LinkedIn Referral Engine (beta), LinkedIn Recruitment Media and LinkedIn Career Pages. We believe the number of LinkedIn Corporate Solutions customers is a key indicator of our market penetration in the online recruiting market, the productivity of our field sales organization and the value that our products bring to both large and small enterprises and professional organizations. The number of customers subscribing to our LinkedIn Corporate Solutions product is particularly important to monitor given that we expect revenue from LinkedIn Corporate Solutions to continue to represent a significant portion of our total net revenue, and we are significantly investing in our ability to successfully sell this unique product in a new and rapidly evolving market.

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Sales Channel Mix. Depending on the specific product, we sell our hiring and marketing solutions offline through our field sales organization or online on our website. The vast majority of our premium subscriptions are sold online on our website. Our field sales organization uses a direct sales force to solicit customers, agencies and resellers. This offline channel is characterized by a longer sales cycle where price can be negotiated, higher relative average selling prices, longer contract terms, higher selling expenses and a longer cash collection cycle compared to our online channel.

Our online sales channel allows members to purchase solutions directly on our website. Members can purchase premium subscriptions as well as certain lower priced products in our hiring and marketing solutions, such as job postings and self-service advertising. This channel is characterized by lower average selling prices and higher cancellations compared to our offline channel, lower selling costs due to our automated payments platform and a highly liquid collection cycle.

Since 2007, net revenue from our field sales channel has grown significantly faster than our online channel, and this trend is expected to continue. The following table presents our net revenue by field sales and online sales:


	Year Ended December 31,												Nine Months Ended September 30,
	2007				2008				2009				2009				2010
	(dollars in thousands)
Field sales	$	11,913	37	%	$	37,329	47	%	$	64,031	53	%	$	41,717	52	%	$	87,438	54	%
Online sales		20,573	63			41,444	53			56,096	47			39,077	48			73,965	46

Net revenue	$	32,486	100	%	$	78,773	100	%	$	120,127	100	%	$	80,794	100	%	$	161,403	100	%

Cost of Revenue and Expenses

Cost of Revenue. Our cost of revenue primarily consists of web hosting costs related to operating our website and salaries, benefits and stock-based compensation for our customer support, infrastructure and advertising operations teams. Credit card processing fees, direct costs related to our research products, certain uncollected valued added taxes, or VAT, and sales taxes, allocated facilities costs, costs related to solutions offered to our customers in our production environment, and other supporting overhead costs are also included in cost of revenue. We currently expect cost of revenue to increase on an absolute basis and remain relatively flat as a percentage of revenue in the near term as we continue to expand data centers and headcount associated with supporting our website.

Sales and Marketing. Our sales and marketing expenses primarily consist of salaries, benefits, stock-based compensation, travel expense and incentive compensation for our sales and marketing employees. In addition, sales and marketing expenses include customer acquisition marketing, branding, advertising and public relations costs, as well as allocated facilities and other supporting overhead costs. We plan to continue to invest heavily in sales and marketing to expand our global footprint, grow our current customer accounts and continue building brand awareness. In the near term, we expect sales and marketing expenses to increase on an absolute basis and as a percentage of revenue and to be our largest expense on an absolute basis and as a percentage of revenue.

Product Development. Our product development expenses primarily consist of salaries, benefits and stock-based compensation for our engineers and developers. In addition, product development expenses include outside services and consulting, as well as allocated facilities and other supporting overhead costs. We believe that continued investment in features, software development tools and code modification is important to attaining our strategic objectives, and, as a result, we expect product development expense to increase on an absolute basis and increase as a percentage of revenue in the near term.

General and Administrative. Our general and administrative expenses primarily consist of salaries, benefits and stock-based compensation for our executive, finance, legal, information technology, human resources and other administrative employees. In addition, general and administrative expenses include outside consulting, legal and accounting services, and facilities and other supporting overhead costs not allocated to other departments. We expect that our general and administrative expenses will increase on an absolute basis and increase as a percentage of revenue in the near term as we continue to expand our business and incur additional expenses associated with being a publicly traded company.

Depreciation and Amortization. Depreciation and amortization expenses primarily consist of depreciation on computer equipment, software, leasehold improvements, capitalized software development costs and amortization of purchased intangibles. We expect that depreciation and amortization expenses will increase on an absolute basis as we continue to expand our technology infrastructure but decline as a percentage of revenue over time.

Other Income (Expense), Net. Other income (expense), net consists primarily of the interest income earned on our cash and cash equivalents, foreign exchange gains and losses, and changes in the fair value of a warrant.

Provision for Income Taxes. Provision for income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions.

Results of Operations

The following tables set forth our results of operations for the periods presented as a percentage of net revenue for those periods (certain items may not foot due to rounding). The period-to-period comparison of financial results is not necessarily indicative of future results.


										Nine Months Ended
	Year Ended December 31,									September 30,
	2007			2008			2009			2009			2010
	(as a percentage of revenue)
Consolidated Statements of Operations Data:
Net revenue		100	%		100	%		100	%		100	%		100	%
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)		23			24			22			22			19
Sales and marketing		16			22			22			22			24
Product development		36			37			33			34			27
General and administrative		21			16			16			16			15
Depreciation and amortization		6			8			10			10			8

Total costs and expenses		102			107			103			104			92

(Loss) income from operations		(1	)		(7	)		(3	)		(4	)		8
Other income (expense), net		2			2			0			0			0

Income (loss) before income taxes		1			(5	)		(3	)		(4	)		8
Provision for income taxes		0			0			1			0			1

Net income (loss)		1	%		(6	)%		(3	)%		(4	)%		6	%

Nine Months Ended September 30, 2009 and 2010

Net Revenue


	Nine Months Ended September 30,
	2009			2010			% Change
	(dollars in thousands)
Net revenue by product:
Hiring Solutions	$	23,753		$	65,926			178	%
Marketing Solutions		23,820			51,370			116
Premium Subscriptions		33,221			44,107			33

Total	$	80,794		$	161,403			100	%

Percentage of net revenue by product:
Hiring Solutions		29	%		41	%
Marketing Solutions		30			32
Premium Subscriptions		41			27

Total		100	%		100	%

In the nine months ended September 30, 2010, net revenue increased $80.6 million, or 100%, over the nine months ended September 30, 2009. Net revenue from our hiring solutions increased $42.2 million, or 178%, as a result of an overall increase in hiring demand and further market penetration of our LinkedIn Corporate Solutions

product. Net revenue from our marketing solutions increased $27.6 million, or 116%, as a result of an increase in customers’ overall online advertising budgets and improved productivity from our field sales organization. Net revenue from our premium subscriptions increased $10.9 million, or 33%, during the same period as a result of an increase in new subscriptions and a reduction in cancellations from current customers.

Cost of Revenue


	Nine Months Ended September 30,
	2009			2010			% Change
	(dollars in thousands)
Cost of revenue	$	18,021		$	29,982			66	%
Percentage of net revenue		22	%		19	%

Headcount (at period end):		78			129			65	%

In the nine months ended September 30, 2010, cost of revenue increased $12.0 million, or 66%, over the nine months ended September 30, 2009. The increase was primarily attributable to increases in headcount related expenses of $3.0 million, in part as a result of growth in our international operations, consulting and outside services expenses of $2.0 million, certain uncollected sales and VAT taxes of $2.0 million, web hosting service expenses of $1.9 million and data center equipment maintenance expenses of $1.5 million.

Sales and Marketing


	Nine Months Ended September 30,
	2009			2010			% Change
	(dollars in thousands)
Sales and marketing	$	17,577		$	38,340			118	%
Percentage of net revenue		22	%		24	%

Headcount (at period end):		94			262			179	%

In the nine months ended September 30, 2010, sales and marketing expenses increased $20.8 million, or 118%, over the nine months ended September 30, 2009. The increase was primarily attributable to an increase in headcount related expenses of $12.7 million as we expanded our field sales organization. We also experienced increases in travel expenses of $1.4 million, consulting and outside services expenses of $1.3 million, and marketing and public relations expenses of $1.2 million.

Product Development


	Nine Months Ended September 30,
	2009			2010			% Change
	(dollars in thousands)
Product development	$	27,307		$	44,151			62	%
Percentage of net revenue		34	%		27	%

Headcount (at period end):		194			343			77	%

In the nine months ended September 30, 2010, product development expenses increased $16.8 million, or 62%, over the nine months ended September 30, 2009. The increase was primarily attributable to an increase in headcount related expenses of $10.5 million as a result of our focus on developing new features and products to encourage member growth and engagement. We also experienced increases in expenses for third-party consultants of $1.5 million and web hosting service expenses of $0.7 million.

General and Administrative


	Nine Months Ended September 30,
	2009			2010			% Change
	(dollars in thousands)
General and administrative	$	12,831		$	23,431			83	%
Percentage of net revenue		16	%		15	%

Headcount (at period end):		54			128			137	%

In the nine months ended September 30, 2010, general and administrative expenses increased $10.6 million, or 83%, over the nine months ended September 30, 2009. The increase was primarily a result of an increase in headcount-related expenses of $10.0 million to support our overall growth. We also experienced an increase in facilities-related costs of $4.8 million and expenses for consulting and outside services of $2.2 million. These increases were partially offset by facility allocations of $8.8 million.

Depreciation and Amortization


	Nine Months Ended September 30,
	2009			2010			% Change
	(dollars in thousands)
Depreciation and amortization	$	8,399		$	12,986			55	%
Percentage of net revenue		10	%		8	%

In the nine months ended September 30, 2010, depreciation and amortization expenses increased $4.6 million, or 55%, over the nine months ended September 30, 2009. The increase was primarily the result of our prior investment in expanding our technology infrastructure to support continued growth in our member base.

Other Income, Net


	Nine Months Ended September 30,
	2009			2010
	(in thousands)
Interest income	$	333		$	56
Transaction gain (loss) on foreign exchange		105			(231	)
Other non-operating loss, net		(79	)		(94	)

Total other income (expense), net	$	359		$	(269	)

In the nine months ended September 30, 2010, other income (expense), net decreased $0.6 million over the nine months ended September 30, 2009. The decrease in other income, net was largely driven by net transaction losses on foreign exchange, coupled with a decrease in interest income as a result of lower short-term interest rates.

Provision for Income Taxes


	Nine Months Ended September 30,
	2009		2010
	(in thousands)
Provision for income taxes	$	399	$	2,176

In the nine months ended September 30, 2010, provision for income taxes increased $1.8 million over the nine months ended September 30, 2009. This increase was primarily attributable to our geographic mix of income and the significant increase in pre-tax income from a pre-tax loss of $3.0 million for the nine months ended September 30, 2009 to pre-tax income of $12.2 million for the nine months ended September 30, 2010. The effective tax rates as of September 30, 2009 and September 30, 2010 were (13)% and 18%, respectively. The increase in our effective tax rate is due to the significant increase in pre-tax income in 2010 compared to 2009.

Years Ended December 31, 2007, 2008 and 2009

Net Revenue


	Year Ended December 31,									2007 to 2008 % Change			2008 to 2009 % Change
	2007			2008			2009			2007 to 2008 % Change			2008 to 2009 % Change
	(dollars in thousands)
Net revenue by product:
Hiring solutions	$	7,467		$	17,352		$	36,136			132	%		108	%
Marketing solutions		7,780			25,972			38,278			234			47
Premium subscriptions		17,239			35,449			45,713			106			29

Total	$	32,486		$	78,773		$	120,127			142	%		52	%

Percentage of net revenue by product:
Hiring solutions		23	%		22	%		30	%
Marketing solutions		24			33			32
Premium subscriptions		53			45			38

Total		100	%		100	%		100	%

During 2007, 2008 and 2009, we focused on revenue growth across all of our products. While our revenue was primarily driven by sales of our premium subscriptions, we expanded our solution offerings during this period and made significant investments in our field sales organization to promote our hiring and marketing solutions. As a result, during 2008 and 2009, revenue attributable to our premium subscriptions declined as a percentage of our total net revenue.

2008 Compared to 2009. Total net revenue increased $41.4 million, or 52%, from 2008 to 2009. Net revenue from our hiring solutions and premium subscriptions increased primarily as a result of higher productivity from our expanded field sales organization as well as an increase in the number of subscribers of our premium subscriptions. To a lesser extent, net revenue from our hiring solutions increased as a result of the fact that we had a full year of sales of LinkedIn Corporate Solutions in 2009, as we had only recently introduced that solution during the last half of 2008. Finally, net revenue from our marketing solutions increased primarily as a result of an increase in the number of ad impressions displayed on our website and higher productivity from our expanded field sales organization.

2007 Compared to 2008. Total net revenue increased $46.3 million, or 142%, from 2007 to 2008. Net revenue from our hiring solutions increased primarily as a result of an increase in sales of LinkedIn Jobs and LinkedIn Corporate Solutions. Net revenue from our premium subscriptions also increased during this period due to an increase in the number of subscribers. Finally, net revenue from our marketing solutions increased primarily as a result of an increase in the number of ad impressions displayed on our website and improved productivity from our field sales organization.

Cost of Revenue


	Year Ended December 31,									2007 to 2008 % Change			2008 to 2009 % Change
	2007			2008			2009			2007 to 2008 % Change			2008 to 2009 % Change
	(dollars in thousands)
Cost of revenue	$	7,384		$	18,589		$	25,857			152	%		39	%
Percentage of net revenue		23	%		24	%		22	%

Headcount (at period end):		44			73			86			66	%		18	%

2008 Compared to 2009. Cost of revenue increased $7.3 million, or 39%, from 2008 to 2009. The increase was primarily attributable to an increase of $3.1 million in web hosting service expenses, an increase of $1.5 million in product related costs coupled with an increase in headcount related expenses of $1.3 million as we hired more employees to support the growth of our business.

2007 Compared to 2008. Cost of revenue increased $11.2 million, or 152%, from 2007 to 2008. The increase was primarily attributable to an increase in headcount related expenses of $3.6 million as we hired more employees to support the growth of our business and, to a lesser extent, an increase of $2.7 million in hosting and internet services, primarily for web hosting services related to operating our website, an increase of $1.3 million in expenses for consulting and other outside services, and an increase of $0.8 million in certain uncollected sales and VAT taxes.

Sales and Marketing


	Year Ended December 31,									2007 to 2008 % Change			2008 to 2009 % Change
	2007			2008			2009			2007 to 2008 % Change			2008 to 2009 % Change
	(dollars in thousands)
Sales and marketing	$	5,037		$	16,986		$	26,847			237	%		58	%
Percentage of net revenue		16	%		22	%		22	%

Headcount (at period end):		31			68			125			119	%		84	%

2008 Compared to 2009. Sales and marketing expenses increased $9.9 million, or 58%, from 2008 to 2009. The increase was primarily attributable to an increase in headcount related expenses of $6.7 million as a result of continued expansion of our field sales organization to promote sales of our marketing solutions and drive the growth of our hiring solutions and, to a lesser extent, increases of $0.6 million in travel expenses and $0.4 million in expenses related to marketing and branding activities.

2007 Compared to 2008. Sales and marketing expenses increased $11.9 million, or 237%, from 2007 to 2008. The increase was primarily attributable to an increase in headcount related expenses of $7.6 million as a result of expanding our field sales organization to promote sales of our marketing solutions and drive the growth of our hiring solutions and, to a lesser extent, increases of $1.4 million in expenses related to marketing and branding activities and $0.8 million in travel expenses.

Product Development


	Year Ended December 31,									2007 to 2008 % Change			2008 to 2009 % Change
	2007			2008			2009			2007 to 2008 % Change			2008 to 2009 % Change
	(dollars in thousands)
Product development	$	11,578		$	29,366		$	39,444			154	%		34	%
Percentage of net revenue		36	%		37	%		33	%

Headcount (at period end):		99			155			207			57	%		34	%

2008 Compared to 2009. Product development expenses increased $10.1 million, or 34%, from 2008 to 2009. The increase was primarily attributable to an increase in headcount related expenses of $7.4 million as a result of hiring software engineers to further develop new features and products.

2007 Compared to 2008. Product development expenses increased $17.8 million, or 154%, from 2007 to 2008. The increase was primarily attributable to an increase in headcount related expenses of $11.2 million as a result of hiring software engineers to further develop new features and products and, to a lesser extent, increases of $2.1 million in expenses related to third-party consultants and outside services, and $0.6 million in expenses related to hosted data services.

General and Administrative


	Year Ended December 31,									2007 to 2008 % Change			2008 to 2009 % Change
	2007			2008			2009			2007 to 2008 % Change			2008 to 2009 % Change
	(dollars in thousands)
General and administrative	$	6,812		$	12,976		$	19,480			90	%		50	%
Percentage of net revenue		21	%		16	%		16	%

Headcount (at period end):		23			42			62			83	%		48	%

2008 Compared to 2009. General and administrative expenses increased $6.5 million, or 50%, from 2008 to 2009. The increase was primarily attributable to an increase in headcount related expenses of $3.6 million in order to support increased operations, an increase of $2.2 million in expenses for consulting and outside services, an increase of $1.7 million for audit, tax and legal fees, and an increase of $1.5 million for facilities related costs. These increases were partially offset by facility allocations of $3.2 million.

2007 Compared to 2008. General and administrative expenses increased $6.2 million, or 90%, from 2007 to 2008. The increase was primarily attributable to an increase in headcount related expenses of $5.6 million as a result of hiring additional employees to support our growth and, to a lesser extent, increases of $2.4 million in facilities related expenses, $1.1 million for audit, tax and legal fees, and $0.9 million in expenses for consulting and outside services. These increases were partially offset by facility allocations of $5.3 million.

Depreciation and Amortization


	Year Ended December 31,									2007 to 2008 % Change			2008 to 2009 % Change
	2007			2008			2009			2007 to 2008 % Change			2008 to 2009 % Change
	(dollars in thousands)
Depreciation and amortization	$	2,107		$	6,365		$	11,854			202	%		86	%
Percentage of net revenue		6	%		8	%		10	%

2008 Compared to 2009. Depreciation and amortization expenses increased $5.5 million, or 86%, from 2008 to 2009, primarily as a result of additional capital expenditures to build out our technology infrastructure. Although purchases of property, equipment and software decreased from 2008 to 2009, depreciation and amortization expenses increased as there was a full year of depreciation related to our significant capital expenditures in 2008 and continued investments in 2009.

2007 Compared to 2008. Depreciation and amortization expenses increased $4.3 million, or 202%, from 2007 to 2008, primarily as a result of additional capital expenditures to build out our technology infrastructure.

Other Income, Net


	Year Ended December 31,
	2007			2008		2009
	(in thousands)
Interest income	$	827		$	1,219	$	350
Interest expense		(12	)		—		—
Transaction gain on foreign exchange		—			33		51
Other non-operating (loss) income, net		(42	)		25		(171	)

Total other income, net	$	773		$	1,277	$	230

2008 Compared to 2009. Other income, net decreased $1.0 million, or 82%, from 2008 to 2009, primarily as a result of a decrease in short-term interest rates coupled with a mark-to-market adjustment of a preferred stock warrant recorded within other non-operating (loss) income, net.

2007 Compared to 2008. Other income, net increased $0.5 million, or 65%, from 2007 to 2008, primarily as a result of an increase in interest income from higher cash and cash equivalent balances, partially offset by a decrease in short-term interest rates.

Income Taxes


	Year Ended December 31,
	2007		2008		2009
	(in thousands)
Provision for income taxes	$	13	$	290	$	848

2008 Compared to 2009. Income tax expense increased $0.6 million from 2008 to 2009, primarily as a result of a decrease in pre-tax loss in 2009 compared to 2008. In 2009, we recorded income taxes that were principally attributable to Federal alternative minimum tax, California taxes, foreign taxes and other corporate taxes. The effective tax rates as of December 31, 2008 and December 31, 2009 were (7)% and (27)%, respectively. The negative effective tax rates are due to our pre-tax losses in both 2008 and 2009. The change in the rate is primarily attributable to the increase in non-deductible stock-based compensation amounts in 2009 compared to 2008.

2007 Compared to 2008. In 2007, we recorded income taxes that were principally attributable to California alternative minimum tax and other minimum corporate taxes. We offset our federal and state taxable income through the utilization of net operating loss carryforwards. In 2008, California net operating loss utilization was suspended, and as a result, we recorded income taxes that were principally attributable to California taxes, offset by research and development credits, other minimum corporate taxes and foreign taxes. The effective tax rates as of December 31, 2007 and December 31, 2008 were 4% and (7)%, respectively. The change in the rate is primarily attributable to a pre-tax loss in 2008 and the change in valuation allowance from 2007 to 2008.

Quarterly Results of Operations Data

The following tables set forth our unaudited quarterly consolidated statements of operations data and our unaudited statements of operations data as a percentage of net revenue for each of the seven quarters ended September 30, 2010 (certain items may not foot due to rounding). We have prepared the quarterly data on a consistent basis with the audited consolidated financial statements included in this prospectus. In the opinion of management, the financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data. This information should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results of operations for a full year or any future period.


	For the Three Months Ended
	Mar 31, 2009			Jun 30, 2009			Sep 30, 2009			Dec 31, 2009			Mar 31, 2010			Jun 30, 2010			Sep 30, 2010
	(dollars in thousands, except per share data)
Consolidated Statements of Operations Data:
Net revenue	$	23,242		$	27,754		$	29,798		$	39,333		$	44,716		$	54,895		$	61,792
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below) ⁽¹⁾		5,597			6,025			6,399			7,836			8,305			9,842			11,835
Sales and marketing ⁽¹⁾		5,331			5,936			6,310			9,270			10,454			13,055			14,831
Product development ⁽¹⁾		8,547			8,747			10,013			12,137			12,141			14,822			17,188
General and administrative ⁽¹⁾		3,908			4,042			4,881			6,649			6,672			7,667			9,092
Depreciation and amortization		2,499			2,788			3,112			3,455			3,940			4,201			4,845

Total costs and expenses		25,882			27,538			30,715			39,347			41,512			49,587			57,791

(Loss) income from operations		(2,640	)		216			(917	)		(14	)		3,204			5,308			4,001
Other income (expense), net		90			312			(43	)		(129	)		(346	)		(357	)		434

(Loss) income before income taxes		(2,550	)		528			(960	)		(143	)		2,858			4,951			4,435
Provision (benefit) for income taxes		370			(107	)		136			449			1,043			658			475

Net (loss) income		(2,920	)		635			(1,096	)		(592	)		1,815			4,293			3,960
Undistributed earnings allocated to preferred stockholders		—			(635	)		—			—			(1,815	)		(3,355	)		(3,045	)

Net (loss) income attributable to common stockholders	$	(2,920	)	$	—		$	(1,096	)	$	(592	)	$	—		$	938		$	915

Net income (loss) per share attributable to common stockholders:
Basic	$	(0.07	)	$	0.00		$	(0.03	)	$	(0.01	)	$	0.00		$	0.02		$	0.02

Diluted	$	(0.07	)	$	0.00		$	(0.03	)	$	(0.01	)	$	0.00		$	0.02		$	0.02

Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic		41,385			40,461			41,253			41,632			41,966			42,232			42,515

Diluted		41,385			41,346			41,253			41,632			44,228			45,624			46,601

(1)Stock-based compensation included in above line items:
Cost of revenue	$	79		$	74		$	75		$	142		$	89		$	90		$	122
Sales and marketing		161			137			160			199			250			277			317
Product development		519			546			581			700			690			675			790
General and administrative		668			619			687			805			905			913			1,002

Total stock-based compensation	$	1,427		$	1,376		$	1,503		$	1,846		$	1,934		$	1,955		$	2,231


	For the Three Months Ended
	Mar 31, 2009			Jun 30, 2009			Sep 30, 2009			Dec 31, 2009			Mar 31, 2010			Jun 30, 2010			Sep 30, 2010
	(as a percentage of revenue)
Consolidated Statements of Operations Data:
Net revenue		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Costs and expenses:
Cost of revenue		24			22			21			20			19			18			19
Sales and marketing		23			21			21			24			23			24			24
Product development		37			32			34			31			27			27			28
General and administrative		17			15			16			17			15			14			15
Depreciation and amortization		11			10			10			9			9			8			8

Total costs and expenses		111			99			103			100			93			90			94

(Loss) income from operations		(11	)		1			(3	)		(0	)		7			10			6
Other income (expense), net		0			1			(0	)		(0	)		(1	)		(1	)		1

(Loss) income before income taxes		(11	)		2			(3	)		(0	)		6			9			7
Provision for income taxes		2			(0	)		0			1			2			1			1

Net (loss) income		(13	)%		2	%		(4	)%		(2	)%		4	%		8	%		6	%


	For the Three Months Ended
	Mar 31, 2009		Jun 30, 2009		Sep 30, 2009		Dec 31, 2009		Mar 31, 2010		Jun 30, 2010		Sep 30, 2010
	(dollars in thousands)
Additional Financial Data:
Net revenue by product:
Hiring solutions	$	6,277	$	8,113	$	9,363	$	12,383	$	16,929	$	21,723	$	27,274
Marketing solutions		6,103		8,727		8,990		14,458		14,226		18,308		18,836
Premium subscriptions		10,862		10,914		11,445		12,492		13,561		14,864		15,682

Total	$	23,242	$	27,754	$	29,798	$	39,333	$	44,716	$	54,895	$	61,792


	For or At the Three Months Ended
	Mar 31, 2009		Jun 30, 2009		Sep 30, 2009		Dec 31, 2009		Mar 31, 2010		Jun 30, 2010		Sep 30, 2010
	(dollars in thousands, except headcount data)
Other Financial and Operational Data:
Adjusted EBITDA⁽¹⁾	$	1,286	$	4,380	$	3,698	$	5,287	$	9,078	$	11,464	$	11,077
Number of registered members (at period end)		37,335		42,012		48,004		55,111		64,177		71,825		80,553
LinkedIn Corporate Solutions customers (at period end)		1,008		1,116		1,260		1,585		1,827		2,306		2,849
Headcount (at period end):
United States		334		357		398		454		531		636		775
International		14		17		22		26		41		57		87

Total		348		374		420		480		572		693		862

(1) We define adjusted EBITDA as net income (loss), plus: provision for income taxes, other (income) expense, net, depreciation and amortization, and stock-based compensation. Please see “Adjusted EBITDA” in the section titled “Selected Consolidated Financial Data” for more information.


	For the Three Months Ended
	Mar 31, 2009			Jun 30, 2009			Sep 30, 2009			Dec 31, 2009			Mar 31, 2010		Jun 30, 2010		Sep 30, 2010
	(dollars in thousands)
Reconciliation of adjusted EBITDA:
Net (loss) income	$	(2,920	)	$	635		$	(1,096	)	$	(592	)	$	1,815	$	4,293	$	3,960
Provision (benefit) for income taxes		370			(107	)		136			449			1,043		658		475
Other (income) expense, net		(90	)		(312	)		43			129			346		357		(434	)
Depreciation and amortization		2,499			2,788			3,112			3,455			3,940		4,201		4,845
Stock-based compensation		1,427			1,376			1,503			1,846			1,934		1,955		2,231

Adjusted EBITDA	$	1,286		$	4,380		$	3,698		$	5,287		$	9,078	$	11,464	$	11,077

Net revenue increased sequentially in all quarters presented, primarily as a result of increasing the number of customers that purchased our hiring solutions and premium subscriptions, as well as increasing the number of advertising impressions for our marketing solutions. In general, net revenue from our hiring and marketing solutions are stronger in the fourth quarter due to higher levels of Internet usage and online commerce and advertising towards the end of the year, and net revenue from our marketing solutions is typically lower during the third quarter as Internet usage generally slows during the summer months. While we believe that these seasonal trends have affected and will continue to affect our quarterly results, our rapid growth in operations has masked seasonal trends to date. We believe that our business may become more seasonal in the future.

Our cost of revenue has increased sequentially in absolute dollars and slightly decreased as a percentage of revenue.

Our sales and marketing expenses increased sequentially in absolute dollars during 2009 as a result of our focus on expanding our field sales organization. During 2010, we continued our investment in headcount and experienced sequential increases in absolute dollars in sales and marketing expenses.

Our product development expenses increased sequentially in absolute dollars during 2009 and 2010, as we continued to invest in hiring employees and utilizing outside resources to improve our current solutions and develop new features and products.

Our general and administrative expenses increased sequentially in absolute dollars during 2009 and 2010, as we invested in our infrastructure to support our growth in operations by hiring employees and utilizing outside consultants on project initiatives, including international expansion efforts.

Our depreciation and amortization expenses increased sequentially in absolute dollars as we invested in computers for new employees, servers and related equipment for our service offerings, leasehold improvements primarily related to our corporate headquarters in Mountain View, California and as a result of increases in capitalized website and internal-use software development costs.

Liquidity and Capital Resources


	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
				(dollars in thousands)
Consolidated Statements of Cash Flows Data:
Purchases of property and equipment	$	7,958		$	19,579		$	13,279		$	8,764		$	36,209
Depreciation and amortization		2,107			6,365			11,854			8,399			12,986

Cash flows provided by operating activities	$	7,641		$	9,154		$	21,360		$	13,485		$	37,925
Cash flows used in investing activities		(7,958	)		(20,485	)		(13,044	)		(8,764	)		(40,676	)
Cash flows provided by financing activities		14,190			73,918			1,030			102			2,447

As of September 30, 2010, we had cash and cash equivalents of $89.6 million. Cash and cash equivalents consist of cash and money market accounts. We did not have any short-term or long-term investments.

Prior to 2009, we financed our operations and capital expenditures through private sales of convertible Preferred Stock. Specifically, we received an aggregate of $15.4 million in net proceeds from the issuance of Series A and Series B convertible preferred stock in 2003 and 2004. During 2007 and 2008, we received additional net proceeds of $12.7 million and $75.3 million from the issuance of Series C and Series D redeemable convertible preferred stock, respectively. Since 2009, we have been able to finance our operations, including capital expenditures and international expansion, through cash flow from operating activities. In 2011, our philosophy is to continue to invest for long-term growth. We believe that our existing cash and cash equivalent balance together with cash generated from operations and the net proceeds we receive from this offering will be sufficient to meet our working capital and capital expenditures requirements for at least the next 12 months.

Operating Activities

Operating activities provided $37.9 million of cash in the nine months ended September 30, 2010. The cash flow from operating activities primarily resulted from changes in our operating assets and liabilities, with deferred revenue increasing $19.6 million and accounts payable and accrued liabilities increasing $7.9 million, partially offset by an increase in accounts receivable of $12.7 million. We had net income in the nine months ended September 30, 2010 of $10.1 million, which included non-cash depreciation and amortization of $13.0 million and non-cash stock-based compensation of $6.1 million.

Operating activities provided $21.4 million of cash in 2009. The cash flow from operating activities primarily resulted from changes in our operating assets and liabilities, with accounts payable and accrued liabilities increasing $8.6 million and deferred revenue increasing $10.6 million, partially offset by an increase in accounts receivable of $9.8 million and an increase of $2.9 million in prepaid expenses and other assets. We had a net loss in 2009 of $4.0 million, which included non-cash depreciation and amortization of $11.9 million and non-cash stock-based compensation of $6.2 million.

Operating activities provided $9.2 million of cash in 2008. The cash flow from operating activities primarily resulted from changes in our operating assets and liabilities, with accounts payable and accrued liabilities increasing $6.8 million and deferred revenue increasing $6.8 million, partially offset by an increase in accounts receivable of $10.3 million and an increase of $1.5 million in prepaid expenses and other assets. We had a net loss in 2008 of $4.5 million, which included non-cash depreciation and amortization of $6.4 million and non-cash stock-based compensation of $4.6 million.

Operating activities provided $7.6 million of cash in 2007. The cash flow from operating activities primarily resulted from changes in our operating assets and liabilities, with accounts payable and accrued liabilities

increasing $3.6 million and deferred revenue increasing $5.7 million, partially offset by an increase in accounts receivable of $4.7 million and an increase of $1.6 million in prepaid expenses and other assets. We had net income in 2007 of $0.3 million, which included non-cash depreciation and amortization of $2.1 million and non-cash stock-based compensation of $1.8 million.

Investing Activities

Our primary investing activities have consisted of purchases of property and equipment, and more specifically, our investment to build out our data centers. We also continued to invest in technology hardware to support our growth, software to support website functionality development, website operations and our corporate infrastructure. Purchases of property and equipment may vary from period to period due to the timing of the expansion of our operations and website and internal-use software development. During 2010, we invested $4.5 million, net of cash acquired, in two strategic asset purchases.

In July 2010, we acquired all of the assets of mSpoke, Inc. for $560,000. In September 2010, we acquired all of the outstanding equity of ChoiceVendor, Inc. for $3.9 million, net of cash acquired.

Financing Activities

Our financing activities have consisted primarily of net proceeds from the issuance of common stock and preferred stock partially offset by the repurchase of founders’ stock and common stock.

Off Balance Sheet Arrangements

We did not have any off balance sheet arrangements in 2007, 2008, 2009 or 2010.

Contractual Obligations

We lease our office facilities in Mountain View, California under an operating lease agreement that expires in 2015. We do not have any debt or material capital lease obligations, and all of our property, equipment and software have been purchased with cash. We have no material long-term purchase obligations outstanding with any vendors or third parties. Our future minimum payments under non-cancelable operating leases for office facilities are as follows as of December 31, 2009:


	Payments Due by Period
	Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years
					(in thousands)
Operating lease obligations ⁽¹⁾	$	12,574	$	2,285	$	5,123	$	4,411	$	755

(1)

Subsequent to December 31, 2009, we leased additional facilities with aggregate future minimum lease payments of approximately $10.6 million, the longest of which expires in 2015.

The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding. Obligations under contracts that we can cancel without a significant penalty are not included in the table above.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

We believe that the assumptions and estimates associated with revenue recognition, website and internal-use software development costs, income taxes and stock-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, please see Note 2 of the accompanying notes to our consolidated financial statements.

Revenue Recognition

A majority of our arrangements for hiring solutions and marketing solutions include multiple deliverables. In accordance with recent authoritative guidance on revenue recognition, we allocate arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence, or VSOE, if available; (2) third-party evidence, or TPE, if vendor-specific objective evidence is not available; and (3) best estimate of selling price, or BESP, if neither VSOE nor TPE is available.

VSOE. We determine VSOE based on our historical pricing and discounting practices for the specific solution when sold separately. In determining VSOE, we require that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. We have not historically priced our marketing solutions or certain products in our hiring solutions within a narrow range. As a result, we have only used VSOE to allocate the selling price of deliverables in limited circumstances.

TPE. When VSOE cannot be established for deliverables in multiple element arrangements, we apply judgment with respect to whether we can establish selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of services with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor services’ selling prices are on a stand-alone basis. As a result, we have not been able to establish selling price based on TPE.

BESP. When we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in our multiple element arrangements. We determine BESP for deliverables by considering multiple factors including, but not limited to, prices we charge for similar offerings, sales volume, geographies, market conditions, competitive landscape and pricing practices.

Because we generally have neither VSOE nor TPE for our hiring solutions and marketing solutions deliverables, the allocation of revenue has been based on our BESPs. The process for determining our BESP for deliverables without VSOE or TPE involves management’s judgment. Our process considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors that we considered in developing our BESPs include prices we charge for similar offerings, sales volume, geographies and historical pricing practices. If the facts and circumstances underlying the factors we considered change or should future facts and circumstances lead us to consider additional factors, our BESPs could change in future periods.

Website and Internal-Use Software Development Costs

We capitalize certain costs related to the development of our website or software developed for internal-use. In accordance with authoritative guidance, we begin to capitalize our costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally estimated to be two

to three years. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded within product development expenses on our consolidated statements of operations. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized and expensed over the estimated useful life of the enhancements, generally two or three years.

Income Taxes

We record income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

We also provide reserves as necessary for uncertain tax positions taken on or tax filings. First, we determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Second, based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement we recognize any such differences as a liability. Because of our net operating loss carryforwards, none of the unrecognized tax benefits through September 30, 2010, if recognized, would affect our effective tax rate. If the unrecognized tax benefit as of December 31, 2009 is recognized, approximately $14,000 would decrease the effective tax rate.

Stock-Based Compensation

We account for stock-based compensation in accordance with the authoritative guidance on stock compensation. Under the fair value recognition provisions of this guidance, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award.

Determining the fair value of stock-based awards at the grant date requires judgment. We use the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the grant date fair value of options using an option-pricing model is affected by our estimated common stock fair value as well as assumptions regarding a number of other complex and subjective variables. These variables include the fair value of our common stock, our expected stock price volatility over the expected term of the options, stock option exercise and cancellation behaviors, risk-free interest rates, and expected dividends, which are estimated as follows:

•

Fair Value of Our Common Stock. Because our stock is not publicly traded, we must estimate the fair value of common stock, as discussed in “Common Stock Valuations” below.

•

Expected Term. The expected term was estimated using the simplified method allowed under SEC guidance.

•

Volatility. As we do not have a trading history for our common stock, the expected stock price volatility for our common stock was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the technology industry similar in size, stage of life cycle and financial leverage. We did not rely on implied volatilities of traded options in our industry peers’ common stock because the volume of activity was relatively low. We intend to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock share price becomes available, or unless circumstances change such that the identified companies are no longer similar to us, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.

•

Risk-free Rate. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group.

•

Dividend Yield. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero.

If any of the assumptions used in the Black-Scholes model changes significantly, stock-based compensation for future awards may differ materially compared with the awards granted previously.

The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented:


	Year Ended December 31,									Nine Months Ended September 30, 2010
	2007			2008			2009			Nine Months Ended September 30, 2010
Volatility		67	%		70	%		67	%		58	%
Expected dividend yield		—			—			—			—
Risk-free rate		4.44	%		3.14	%		2.37	%		2.19	%
Expected term (in years)		6.08			6.08			6.01			6.08

Common Stock Valuations

The fair value of the common stock underlying our stock options was determined by our board of directors, which intended all options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant. The valuations of our common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The assumptions we use in the valuation model are based on future expectations combined with management judgment. In the absence of a public trading market, our board of directors with input from management exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of our common stock as of the date of each option grant, including the following factors:

•

the prices, rights, preferences and privileges of our preferred stock relative to the common stock;

•

the prices of our preferred stock sold to outside investors in arms-length transactions;

•

our operating and financial performance;

•

current business conditions and projections;

•

the hiring of key personnel;

•

the history of the company and the introduction of new products and services;

•

our stage of development;

•

the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of our company, given prevailing market conditions;

•

any adjustment necessary to recognize a lack of marketability for our common stock;

•

the market performance of comparable publicly traded companies; and

•

the U.S. and global capital market conditions.

We granted stock options with the following exercise prices between January 1, 2009 and September 30, 2010:


Option Grant Dates	Number of Shares Underlying Options			Exercise Price Per Share		Common Stock Fair Value Per Share at Grant Date
February 2009		5,166,362	⁽¹⁾	$	2.32	$	2.32
April 2009		75,500			2.32		2.32
June 2009		387,000			2.32		2.32
August 2009		609,000			2.32		2.32
September 2009		719,500			3.50		3.50
November 2009		2,556,000			3.50		3.50
February 2010		1,361,450			4.80		4.80
June 2010		1,654,522			6.20		6.20
September 2010		1,459,266			8.27		8.27

(1)

Includes 2,429,750 stock options that were repriced on a one-for-one basis to $2.32 per share. Please see the section below titled “Stock Option Repricing.”

Based upon the assumed initial public offering price of $ per share, the aggregate intrinsic value of options outstanding as of December 31, 2010 was $ million, of which $ million related to vested options and $ million related to unvested options.

In order to determine the fair value of our common stock underlying option grants, we first determined our business enterprise value, or BEV, and then allocated the BEV to each element of our capital structure (preferred stock, common stock, warrants and options). Our BEV was estimated using a combination of two generally accepted approaches: the income approach using the discounted cash flow method, or DCF, and the market-based approach using the comparable company method. The DCF method estimates enterprise value based on the estimated present value of future net cash flows the business is expected to generate over a forecasted period and an estimate of the present value of cash flows beyond that period, which is referred to as terminal value. The estimated present value is calculated using a discount rate known as the weighted average cost of capital, which accounts for the time value of money and the appropriate degree of risks inherent in the business. The market-based approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. These multiples are then applied to our financial metrics to derive a range of indicated values. Once calculated, the discounted cash flow and comparable company methods are then weighted. In allocating the total equity value between preferred and common stock, we assumed that the preferred stock would convert to common stock. Our indicated BEV at each valuation date was allocated to the shares of preferred stock, common stock, warrants and options, using either an option pricing method, or OPM, and/or a probability weighted method, or PWERM. Estimates of the volatility of our common stock were based on available information on the volatility of common stock of comparable, publicly traded companies.

Significant factors considered by our board of directors in determining the fair value of our common stock at these grant dates include:

February 2009

In 2008, we issued and sold 6,599,987 shares of our Series D preferred stock at $11.47 per share. However, by February 2009, the U.S. and global economies had been severely damaged by the global financial crisis of the fall of 2008, which resulted in a significant decrease in our valuation and the market values of comparable companies. As a result of these factors, and the weakness we experienced in both the third and fourth quarters of 2008, we significantly lowered our financial forecast and expectations for growth in 2009 and implemented a reduction in force of approximately 10% in October 2008. As we had not

granted any options since August 2008, we performed a contemporaneous valuation of our common stock as of December 24, 2008 and determined the fair value to be $2.32 per share as of such date. Our valuation determined a BEV by weighting the income approach at 60% and the market-based approach at 40%. Our BEV reflected a non-marketability discount of 27%, which was allocated to the common stock on a non-controlling interest basis, based on a liquidity event expected to occur within approximately two years. Based on this valuation and the factors described above, our board of directors granted stock options with an exercise price of $2.32 per share.

April 2009

Between January 2009 and April 2009, the U.S. economy continued to be weak and access to the capital and debt markets remained challenging. U.S. financial and stock markets continued to decline before beginning their recovery in March 2009. The enterprise values of our comparable companies began to recover during this period. We experienced a sequential revenue decline from $24.6 million for the quarter December 31, 2008 to $23.2 million for the quarter ended March 31, 2009. The number of registered members grew to 37.3 million as of March 31, 2009. During the quarter ended March 31, 2009, we hired modestly, only adding 10 employees. In light of the continued weakness in our business and the U.S. and global economies, we determined the fair value of our common stock had not changed from our valuation as of December 24, 2008. Based on the prior valuation and the factors discussed above, our board of directors granted stock options with an exercise price of $2.32 per share.

June 2009 and August 2009

Between May 2009 and August 2009, the U.S. economy began to stabilize and the U.S. stock markets improved. As a result, the enterprise values of our comparable companies increased. We experienced sequential revenue growth, generating $27.8 million for the quarter ended June 30, 2009 compared to $23.2 million for the quarter ended March 31, 2009. The number of registered members grew to 42.0 million as of June 30, 2009, and we hired 26 employees. In light of continued uncertainty surrounding the U.S. and global economies, we determined the fair value of our common stock had not increased from our valuation as of December 24, 2008. Based on the prior valuation and the factors discussed above, our board of directors granted stock options with an exercise price of $2.32 per share during this period.

September 2009 and November 2009

Between September 2009 and November 2009, the U.S. economy and financial and stock markets continued to recover and the capital and debt markets continued to improve. We experienced sequential revenue growth, generating $29.8 million for the quarter ended September 30, 2009 compared to $27.8 million for the quarter ended June 30, 2009. Our number of registered members grew to 48.0 million as of September 30, 2009. Going into the fourth quarter of 2009, we began to experience continued strength in revenue generated from sales of our marketing solutions, LinkedIn Corporate Solutions and job posting products. In anticipation of expected future growth, we continued to increase our hiring efforts, and we raised our year-end headcount target to 520 employees. In light of the strength we were beginning to experience in our business, we performed a contemporaneous valuation of our common stock as of September 15, 2009 and determined the fair value of our common stock to be $3.50 per share as of such date. We reduced our assumption for the time to a liquidity event to occur to approximately 15 months and reduced our non-marketability discount from 27% to 15%. Based on this valuation and the factors discussed above, our board of directors granted stock options with an exercise price of $3.50 per share during this period.

February 2010

Between December 2009 and February 2010, the U.S. economy and the financial and stock markets continued their recovery. We experienced sequential revenue growth, generating $39.3 million for the quarter ended December 31, 2009 compared to $29.8 million for the quarter ended September 30, 2009. Our

number of registered members grew to 55.1 million as of December 31, 2009. During this period, we prepared a significant upward revision of our financial forecast. Given our improved performance, we performed a contemporaneous valuation of our common stock as of February 15, 2010 and determined the fair value of our common stock to be $4.80 per share. We reduced our non-marketability discount from 15% to 12.5% based on a reduction in the assumed time to a liquidity event to occur to approximately one year. Based on this valuation and the factors discussed above, our board of directors granted stock options with an exercise price of $4.80 per share.

June 2010

Between March 2010 and June 2010, the U.S. economy and the financial and stock markets continued their recovery. We experienced sequential revenue growth, generating $44.7 million for the quarter ended March 31, 2010 compared to $39.3 million for the quarter ended December 31, 2009. Our number of registered members grew to 64.2 million as of March 31, 2010. Based on the strength we were seeing in our business, we began to accelerate our investment in anticipation of future growth, primarily in expanding the size of our field sales and product development organizations. We also increased our year-end projected headcount from 869 to 973. In light of our improved financial performance, we performed a contemporaneous valuation of our common stock as of May 7, 2010 and determined the fair value of our common stock to be $6.20 per share. Our BEV reflected a non-marketability discount of 10% based on a liquidity event expected to occur within approximately one year. Based on this valuation and the factors discussed above, our board of directors granted stock options with an exercise price of $6.20 per share.

September 2010

Between July 2010 and September 2010, the U.S. economy and the financial and stock markets continued their recovery after a brief decline in August 2010. We experienced sequential revenue growth, generating $54.9 million for the quarter ended June 30, 2010 compared to $44.7 million for the quarter ended March 31, 2010. Our number of registered members grew to 71.8 million as of June 30, 2010. In light of our recent performance, we performed a contemporaneous valuation of our common stock as of September 17, 2010 and determined the fair value of our common stock to be $8.27 per share. Our BEV reflected the introduction of a PWERM, to estimate the fair value of our common stock in addition to the OPM as we began preparations for a potential initial public offering, or IPO. Based on this valuation and the factors discussed above, our board of directors granted stock options with an exercise price of $8.27 per share.

Stock Option Repricing

In February 2009, our board of directors approved a common stock option repricing whereby previously granted and unexercised options held by current employees with exercise prices above $2.32 per share were repriced on a one-for-one basis to $2.32 per share with no modification to the vesting schedule of the previously issued options. As a result, 2,429,750 unexercised options originally granted to purchase common stock at prices ranging from $2.50 to $5.56 per share were repriced under this program.

We treated the repricing as a modification of the original awards and calculated additional compensation costs for the difference between the fair value of the modified award and the fair value of the original award on the modification date. The repricing is estimated to result in incremental stock-based compensation expense of $0.9 million. Expense related to vested shares was expensed on the repricing date and expense related to unvested shares is being amortized over the remaining vesting period of such stock options. The assumptions used to estimate the fair value of the original awards immediately before the modification and the fair value of the modified awards required significant judgment.

Quantitative and Qualitative Disclosure About Market Risk

We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily interest rate, foreign exchange risks and inflation.

Interest Rate Fluctuation Risk

Our cash and cash equivalents consist of cash, money market accounts, certificates of deposit and commercial paper. We do not have any long-term borrowings.

The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. Because our cash and cash equivalents have a relatively short maturity, our portfolio’s fair value is relatively insensitive to interest rate changes. During 2009, we determined that the nominal difference in basis points for investing our cash and cash equivalents in longer-term investments did not warrant a change in our investment strategy. In future periods, we will continue to evaluate our investment policy in order to ensure that we continue to meet our overall objectives.

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, principally the British pound sterling and the euro. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Although we have experienced and will continue to experience fluctuations in our net income (loss) as a result of transaction gains (losses) related to revaluing certain trade accounts receivable balances and intercompany balances that are denominated in currencies other than the U.S. dollar, we believe such a change would not have a material impact on our results of operations. In the event our foreign sales and expenses increase, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. At this time we do not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the impact hedging activities would have on our results of operations.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Recently Issued and Adopted Accounting Pronouncements

Revenue Recognition

Effective January 1, 2009, we adopted new authoritative guidance for revenue recognition which revised existing guidance for arrangements with multiple deliverables, as more fully described in “Critical Accounting Policies and Estimates.” The revised guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which includes: (i) vendor-specific objective evidence, or VSOE, if available; (ii) third-party evidence, or TPE, if vendor-specific objective evidence is not available; and (iii) best estimate of selling price, or BESP, if neither VSOE nor TPE is available. The revised guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. We elected to adopt this accounting guidance on a retrospective basis for all periods.

Under the previous accounting guidance, we treated our multiple element arrangements as a single unit of accounting as we generally did not have VSOE for our undelivered elements. Under the new guidance, we are required to use BESP when neither VSOE nor TPE is available. As a result, we are able to recognize the relative fair value of the elements as they are delivered, assuming other revenue recognition criteria are met.

Retrospective adoption required us to apply guidance to all prior periods presented. We believe retrospective adoption provides the most comparable and useful financial information for consolidated financial statement users and better reflects the underlying economic performance of our business. For 2009, we recognized approximately $0.9 million of revenue that would have been deferred under the previous accounting guidance. The effect of the retrospective adoption was not material for 2008 or 2007.

Business Combinations

Effective January 1, 2009, we adopted new authoritative guidance on business combinations. The new authoritative guidance changed the accounting for business combinations, including:

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the measurement of acquirer shares issued in consideration for a business combination;

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the recognition of contingent consideration;

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the accounting for pre-acquisition gain and loss contingencies;

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the recognition of capitalized in-process research and development;

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the accounting for acquisition related restructuring liabilities;

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the treatment of acquisition related transaction costs; and

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the accounting for income tax valuation allowances and other income tax uncertainties.

The adoption of this guidance did not have a material impact on our consolidated financial statements; however, it could have a material impact depending on the nature of acquisitions we may complete in the future.

Financial Instruments Indexed to Stock

Effective January 1, 2009, we adopted new authoritative guidance on evaluating whether an instrument is indexed to our own stock. The new guidance provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. Effective January 1, 2009, a warrant to purchase 70,365 shares of our Series A convertible preferred stock was reclassified from stockholders’ equity to accrued liabilities due to the presence of a warrant adjustment feature that allows for a change in the number of shares subject to issuance and the exercise price of the warrant under certain circumstances. We calculated the fair value of the warrant using an option pricing model, which approximates a binomial lattice model, and an accrued liability was established in the amount of $143,000. On January 1, 2009, the cumulative effect of $128,000 was recognized as a change in accounting principle and was recorded as an adjustment to the opening balance of accumulated deficit. As of December 31, 2009, we recalculated the fair value of the warrant and recorded $175,000 as other expense for the year ended December 31, 2009. The fair value of the warrant’s derivative liability was recalculated at each balance sheet date and the fair value of the remaining liability was marked to market and recognized in non-operating income until the warrant was exercised in May 2010. As a result of the exercise, we issued 70,365 shares of Series A convertible preferred stock and received proceeds of $23,000. We recalculated the fair value of the warrant and recorded $92,000 as non-operating expense during the six months ended June 30, 2010.

Participating Securities

Effective January 1, 2009, we retrospectively adopted new authoritative guidance that clarified that instruments granted in share–based payment transactions that entitle their holders to receive non–forfeitable dividends prior to vesting should be considered participating securities for purposes of calculating earnings per share. We have unvested common shares that were issued pursuant to the early exercise of employee stock options and contain non-forfeitable rights to dividends. These unvested common shares are considered participating securities and are deemed to be outstanding. As a result, the number of common shares associated with stock option activity for all prior periods presented have been adjusted for comparative purposes to conform to the new guidance.

Subsequent Events

Effective July 1, 2009, we adopted new authoritative guidance on management’s assessment of subsequent events. The new guidance clarifies that management must evaluate, as of each reporting period events or transactions that occur after the balance sheet date. This guidance also refers to them as recognized and nonrecognized subsequent events and requires management to disclose the date through which subsequent events have been evaluated and whether that is the date on which the consolidated financial statements were issued or were available to be issued. In accordance with this guidance, we evaluated subsequent events through the consolidated financial statement issuance date. In February 2010, the Financial Accounting Standards Board, or FASB, issued new authoritative guidance which requires an entity that is a filer with the Securities and Exchange Commission, or SEC, to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

Accounting Codification

Effective July 1, 2009, we adopted The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. This standard establishes only two levels of GAAP, authoritative and non-authoritative. The FASB Accounting Standards Codification, or the Codification, became the source of authoritative, non-governmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the Codification became non-authoritative. We began using the new guidelines and numbering system prescribed by the Codification when referring to GAAP during 2009. As the Codification was not intended to change or alter existing GAAP, it did not have any impact on our consolidated financial statements.

Fair Value Measurements

Effective January 1, 2010, we adopted new authoritative guidance on fair value measurements and disclosures. The new guidance requires additional disclosures regarding fair value measurements, amends disclosures about postretirement benefit plan assets, and provides clarification regarding the level of disaggregation of fair value disclosures by investment class. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for certain Level 3 activity disclosure requirements that will be effective for reporting periods beginning after December 15, 2010. Accordingly, we adopted this new guidance beginning January 1, 2010, except for the additional Level 3 requirements, which will be adopted in 2011. Level 3 assets and liabilities are those whose fair value inputs are unobservable and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The adoption of this guidance did not have a material impact on our consolidated financial statements.

BUSINESS

Overview

We provide enterprises and professional organizations of all sizes with solutions designed to identify specific talent within our global network, enable their employees to be more productive and successful, build brand awareness, and market their products and services. Enterprises and professional organizations that use our solutions include large corporations, small- and medium-sized businesses, educational institutions, government agencies, non-profit organizations and other similar entities. Our current products for enterprises and professional organizations include hiring solutions, marketing solutions and premium subscriptions. Our hiring solutions are cost-effective, easy-to-use and enable enterprises and professional organizations to efficiently identify and acquire the right talent for their needs. These solutions are transforming the talent acquisition market by providing unique access not only to active job seekers but also to passive candidates who are not actively looking to change jobs. We believe we are uniquely able to provide online access to an extensive and growing network of passive professionals who may be ideal for, and become open to, new opportunities. Our marketing solutions enable enterprises to reach a large audience of influential and affluent professionals and connect them to relevant products and services. We offer robust targeting and engagement capabilities and both rich display advertising and self-service, text-based advertising solutions.

We generate revenue from enterprises and professional organizations by selling our hiring solutions and marketing solutions offline through our field sales organization or online on our website. We also generate revenue from members, acting as individuals or on behalf of their enterprise or professional organization, who subscribe to our premium services. We strive to ensure that our hiring solutions, marketing solutions and premium subscriptions provide both a high level of value for our customers and also a high degree of relevance for our members. We believe this monetization strategy properly aligns objectives among members, customers and our entire network and supports our financial objective of sustainable revenue and earnings growth over the long term.

Our Mission

Our Vision

Industry Overview

The World is Becoming More Global, Networked and Digital

The Internet has transformed how information is created, accessed, shared and disseminated. Through advancements in large scale database and computing infrastructure, the Internet can now serve as a real-time communications medium for extensive networks such as ours. At the center of these trends are new platforms for communication, collaboration, and finding and sharing information. These platforms enable Internet users to share information about themselves, their knowledge and their environments and to learn from and interact with their personal and professional contacts. These changes are referred to as the socialization of the web, which we believe has profoundly impacted the degree of connectivity between individuals on a global scale and the speed and ease at which information can flow between connections.

The socialization of the web has created the potential for the Internet to become a dramatically more valuable resource for professionals, enterprises and professional organizations worldwide. A professional’s willingness to publicly provide specific information about himself or herself makes it feasible to efficiently create his or her online profile and online professional graph. A professional graph is the digital mapping of a professional’s real-world business connections. The availability of a professional graph dramatically enhances a professional’s ability to stay connected with his or her business contacts and share and collaborate, and consequently provides value to both professionals and enterprises. Users in a professional context typically seek to make their professional information readily and publicly available, discoverable both to people they know and those they do not know, including colleagues, business contacts, recruiters, referrals, prospects and others who may be sources of professional opportunity and advantage.

The Way People Work is Fundamentally Changing

Globalization, changing market demands, macroeconomic conditions and technological innovation are forcing professionals, enterprises and professional organizations to change the way they work. Professionals need to be more effective, make faster and better informed decisions and perform at increasingly higher levels. To succeed, professionals need tools and applications that enable them to leverage their professional network and

improve access to important information. As the concept of one employer for life has become increasingly rare, professionals need to be constantly preparing for, and aware of, new opportunities. In this context, professionals are increasingly acting as individual entrepreneurs and the CEOs of their own careers.

Enterprises and professional organizations need to constantly evolve their business models and strategies to address new growth opportunities and respond to rapidly changing business environments. To succeed, enterprises and professional organizations must effectively attract the best talent, optimize their human capital by educating, incentivizing and retaining their workforce by providing them with the right tools, teams and knowledge to be more successful and productive. Increased employee mobility has further challenged enterprises’ ability to retain their intellectual capital and more effectively utilize and unlock the full capabilities of their human capital.

The Talent Economy

We believe success in the global economy is increasingly driven by talent and the leveraging of professional connections. Success is no longer just about the information a professional knows but also about whom the professional knows and the information these contacts possess. We refer to this dynamic as the talent economy. The talent economy is being driven by the increasingly global, networked and digital nature of our society and the fundamental changes this is creating in the way we work.

Our Opportunity

Traditionally, professionals distributed detailed and up-to-date information about themselves in the narrow context of an active job search. Professionals have also historically maintained information about their professional connections in a static physical or electronic address book that must be manually updated. Consequently, the process of maintaining a professional network was cumbersome and time-consuming and the value of one’s professional network only grew one update or connection at a time. A professional was often unaware of how his or her contacts were connected to others. Through our dynamic and global user-generated database, we are fundamentally transforming the process of maintaining each member’s professional network and increasing the value of that network.

We provide the following key benefits to our members:

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Ability to Manage Their Professional Identity. Through online professional profiles that members create, manage and control, we are reshaping how members present their professional identity. Our members share, at their own discretion, information about themselves in their profiles, and this data is available, accessible and searchable online. The accuracy of our members’ public profile information combined with our search engine optimization technology often enables their professional profiles to appear at or near the top of search engine results, increasing the awareness of our members’ professional identities.

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Enhanced Ability to Build and Engage with Their Professional Network. We enable members to build their professional networks by linking their professional profiles with those of others to whom they are directly and indirectly connected, creating an ever-expanding professional graph. In this manner, members use our platform to engage with other members whom they trust and value and reach people who are not known to them but who are known and trusted by others within their professional network. Through access to rich, up-to-date profile and professional graph data, members can make better use of their existing and new connections.

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In addition, enterprises and professional organizations also utilize our solutions to receive numerous benefits, such as attracting new talent and more fully understanding, retaining and engaging with their employees and other professionals. For example, our platform can be used to enhance the productivity of an enterprise’s or professional organization’s talent by providing solutions such as groups, search, network update streams and company profiles for advanced collaboration and communication.

We provide the following key benefits to enterprises and professional organizations:

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Matching Talent with Opportunity. With the world’s largest online professional network, we provide enterprises and professional organizations the ability to connect with the global professional talent pool at scale. Our extensive hiring solutions allow enterprises and professional organizations to leverage the insights from our platform to source and develop a pipeline of active and passive talent, including the ability to automate talent matching, post jobs, engage and educate candidates, streamline applications and validate information. We believe our solutions are both more cost-effective and more efficient than traditional recruiting approaches, such as hiring third-party search firms, to identify and screen candidates. Our online searches are designed to quickly provide up-to-date, accurate and relevant results to empower users to identify and to connect to talent based on broad or on highly specific qualifications, skills and other key criteria. In addition to external talent, our solutions also allow enterprises and professional organizations to identify internal candidates for career advancement and skill expansion opportunities within their organizations.

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Targeted Advertising. Our member base constitutes one of the most influential, affluent and highly educated audiences on the web. According to The Nielsen Company @Plan data released in December 2010, U.S. visitors to our website represent more decision makers, have higher average household incomes and are comprised of more college or post graduates than U.S. visitors of many leading business websites. Our marketing solutions provide advertisers with the ability to target specific and relevant audiences based on our members’ profile information, including title, function, company name, company size, industry and geography. In addition, our detailed advertising campaign reports provide advertisers with insights to further maximize the return on their advertising budget.

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addition, sales professionals who are members are able to accelerate their sales processes by accessing information to identify leads and decision-makers, request introductions to other members through a common connection and thereby increase their efficiency and potentially eliminate cold calls altogether.

Our Competitive Strengths

We believe the following strengths provide us competitive advantages in realizing the potential of our opportunity:

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Large and Growing Global Member Base. Our member base continues to grow rapidly, adding approximately one new member every second, primarily through “word-of-mouth” and the network effects of our platform. While it took us nearly 500 days to reach our first one million members, during the second half of 2010, on average, we added more than a million new members every 10 days. Between 2008 and 2010, our member base increased at a 76% compounded annual growth rate. As of December 31, 2010, over 50% of our members were from outside of the United States. As of January 2011, our member base included executives from all of the companies in the 2010 Fortune 500.

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Proprietary Technology Platform. Our proprietary software applications and technologies enable us to perform large scale real-time data and computational analyses that support our solutions. We categorize and query large sets of structured and unstructured data to personalize relevant information. For

example, one of our key personalized recommendation features typically involves the processing of over 75 terabytes per day, and nearly two billion people searches were performed on our website in 2010.

Our Key Metrics

Our number of registered members, the number of unique visitors to our website and the number of page views on our website have continued to grow over time, which we believe is primarily attributable to the network effects of our business model, the strength of our brand and the value of our solutions. For a description of how we calculate each of our key metrics, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics.” The chart below highlights the growth in each of these areas since 2008:

LOGO

(1)

(2)

Worldwide data provided by comScore. Beginning in August 2009, comScore, a leading provider of digital marketing intelligence changed the method by which it counts traffic, which makes prior data not meaningful for period over period comparison purposes.

Our Strategy

Our mission is to connect the world’s professionals to make them more productive and successful. The key elements of our strategy are:

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professionals work. In addition, we will continue to make our platform accessible on a large number of mobile and other Internet-connected devices to ensure members have constant access to our network.

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Our Solutions

Our solutions are designed to make professionals more productive and successful and to connect talent with opportunity at massive scale. To date our focus has been to develop products that enable our members to create, manage and share their professional identities online, build and engage with their professional networks, access shared knowledge and business insights, and find business opportunities.

Our principal free and monetized solutions are described below:


Free Solutions


Ability to Manage Professional Identity	Enhanced Ability to Build and Engage with Professional Networks	Access to Knowledge, Insights and Opportunities	Ubiquitous Access
Profile	LinkedIn Connections	Network Updates	Mobile
Public Profile	Invitations	Groups	APIs
Profile Stats	Search	Company Profiles	Widgets
	Introductions	Career Explorer*
	People You May Know	Polls
	Addressbook Importer	Events
		InApps
		Answers
		Personalization Platform


Monetized Solutions


Hiring Solutions	Marketing Solutions	Premium Subscriptions
LCS/Recruiter	LinkedIn Ads	Business
LinkedIn Jobs	Display Ads	Business Plus
LinkedIn Referral Engine*	Custom Groups	Executive
LinkedIn Recruitment Media	Sponsorships	InMail
LinkedIn Career Pages	Whitepapers	Profile Organizer
Talent Basic, Talent Finder, Talent Pro	Recommendation Ads
Job Seeker Basic, Job Seeker, Job Seeker Plus

beta product

Free Solutions

Most of our member solutions are available at no cost and are designed to provide compelling professional benefits.

Ability to Manage Professional Identity

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Profile. Our core offering provides every member an online professional profile. A member’s profile is accessible to all members on our network and includes user-generated information including current job title and employer, education, career history, domain expertise, accomplishments, skills and additional professional information such as honors, awards, association memberships, patents, publications, certifications and languages spoken. Members populate their own profile information, enabling them to ensure their professional identity is accurate, current and under their control.

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Public Profile. Whereas a profile is only accessible by members, a public profile is available to anyone with an Internet connection. Members choose what information is available to the broader public and retrievable by search engines such as Google, Bing and Yahoo!. Given the richness and reliability of the professional information provided by our members on their public profiles, these profiles often show up at or near the top of search engine results.

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Profile Stats. Profile Stats provide real-time analytics to help members better manage their professional profile including information on who’s viewed their profile, top search keywords used to reach their profile, and other details and trends on the demographics of the audience that has viewed their profile. Additional features of this product are available for members with premium subscriptions.

Enhanced Ability to Build and Engage with Professional Networks

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LinkedIn Connections. Once two members are connected, their profile information is shared and, subject to privacy settings, each member has access to the other member’s list of connections for further networking. Connections across the network are classified to three degrees: first degree connections are members who agree to connect, second degree connections are members who share one or more mutual connections, and third degree connections are related via two connections. Members can retrieve the contact information of their first degree connections and browse their second and third degree connections in order to find additional opportunities to network and connect.

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Invitations. Members can expand their networks by sending invitations. Any non-member accepting an invitation simultaneously becomes a LinkedIn member, connected to the sender, after completing the registration process. During the year ended December 31, 2010, our members sent over one billion invitations.

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Search. Our proprietary search technology allows users to conduct real-time, multilingual searches of our rich dataset in a completely personalized manner, as a member’s profile and network affect relevance and ranking of results. Our search covers:

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People. Faceted, structured search across more than 90 million member profiles.

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Job Postings. Faceted, structured search across all of the available jobs listed on our network.

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Companies. Faceted, structured search of over one million enterprises and professional organizations.

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Groups. Search all professional groups on our network. As of December 31, 2010, we had over two million groups.

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Network Updates. Search our network’s shared content updates.

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Answers. Search all professional questions and answers posted on our network.

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Inbox Messages. Search inbox messages.

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Addressbook. Detailed, structured search across all of the connections a member has on LinkedIn.

We also provide other products to help our members develop their professional networks including: Introductions, which allows one member to request an introduction to another member through a mutual connection; People You May Know, which recommends members whom you may already know and with whom you may want to create a first degree connection; and Addressbook Importer, which allows members to quickly and easily import contact information from their existing digital address books to LinkedIn.

Access to Knowledge, Insights and Opportunities

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Network Updates. Network Updates provide a real-time stream of data from professionals and professional sources, personalized for each member. The streams allow each member to control and select data by relevancy and remain up-to-date on what is happening in their professional world.

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Groups. Groups provide a forum for our members to discuss topics of interest and meet and interact with other professionals who share those interests and have opinions and domain expertise in specific areas. Group members are able to discuss, share, comment and make their group memberships part of their profiles.

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Company Profiles. Company Profiles provide members with a holistic view of a company. By aggregating data across the members employed at a particular company, we can show which members have recently joined a company, recently changed their title at a company or recently left a company. Members can also see who they know at a particular company. Companies can add information to their profiles including information about products and services they provide and information about careers at the company and can insert feeds to be displayed on the company profile. Members can follow companies and automatically receive recent updates and recommend products and services.

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Career Explorer (beta). Career Explorer is a beta product that is available within the United States. Using data on the career progressions of our existing member base on an anonymized, aggregated basis, this product enables students to dynamically explore different career trajectories, identify people in their network who can help them find out more information about a career path, companies that are hiring along a career path and identify current job postings along that career path.

We also provide other products to help our members access knowledge, insights and opportunities including: Polls, which provides a simple platform for professionals to create structured questions and share them broadly; Events, which allows members to share with their connections the events they are sponsoring or attending; InApps, which allows third parties to build and deploy new features as part of our members’ online experience; Answers, which allows members to ask questions and receive answers on any professional topic; and Personalization Platform, which has a number of analytically driven customized products, such as Jobs You May Be Interested In, Groups You May Like, Companies To Follow, People Who Viewed This Profile Also Viewed and People Who Viewed This Job Also Viewed.

Ubiquitous Access

Because professionals constantly require access to critical information, our platform is accessible online anytime and anywhere, including on mobile devices.

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LinkedIn Mobile. LinkedIn mobile applications are provided across a range of platforms and languages, including the Android, Blackberry, iPad, iPhone and Palm mobile devices.

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Robust set of APIs. We believe that every modern business application is more useful and productive if it is personalized according to a professional’s profile and his or her network of connections. In 2009, we launched a public website that allows any developer to agree to a standard set of guidelines and terms and then integrate our content and services into their applications leveraging standards-based technology. These applications can be hosted on third-party websites or deployed on our platform.

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Widgets. We provide a set of simple, embeddable widgets for standard features to allow any web developer to include rich content from our network into their website or application without complex programming. We currently provide the following widgets:

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Profile Widget. Displays the public profile of a given member.

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Company Insider. Displays information about whom the member knows at a particular company.

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Sharing. Displays a simple button to help members easily share content with their network.

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Recommendation. Displays a simple button to help members easily recommend a product or service offered by a company to their network.

Monetized Solutions

In addition to our free solutions, we also charge for certain solutions that provide members, enterprises and professional organizations with enhanced functionality and additional benefits.

Hiring Solutions

Our hiring solutions include LinkedIn Corporate Solutions, LinkedIn Jobs and Subscriptions. Our solutions aim to be the most effective way for enterprises and professional organizations to efficiently identify and acquire the right talent for their needs.

LinkedIn Corporate Solutions. LinkedIn Corporate Solutions include the following five products:

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LinkedIn Recruiter. Our flagship hiring solution enables enterprises and professional organizations to find, contact and hire highly qualified active and passive candidates. We believe that a substantial majority of our members are passive in that they are not actively looking to change jobs. Recruiter provides premium functionality including:

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Advanced Searches. Ability to search and view every profile on our network, giving most recruiters access to tens of millions more profiles than they would have available with our free offering. Advanced searches can be conducted using keywords found anywhere in a member’s profile, such as schools attended and languages spoken, or by data derived from profiles, such as years of experience.

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Project Management. As enterprises and professional organizations find relevant profiles, they are able to organize them into project folders, add notes, and add reminders for follow-up.

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InMail. Enterprises and professional organizations can send messages directly to candidates to tell them more about their organization or the specific opportunity, subject to the member’s discretion.

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Collaboration. Recruiters in the same enterprise or professional organization can see which profiles their colleagues have viewed, saved, or annotated.

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Job Slots. A Job Slot entitles an enterprise or professional organization to post a job. The job that is posted can be changed, updated or modified at any time over the life of the contract.

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LinkedIn Referral Engine (beta). Referral Engine enables enterprises and professional organizations to leverage the networks of their employees to find qualified candidates for open positions. For each job posting, Referral Engine automatically looks across the connections of the organization’s employees to find candidates qualified for that position. Referral Engine then presents matches to the organization’s employees, enabling them to make referrals they think are appropriate in just a few clicks.

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LinkedIn Recruitment Media. Enterprises and professional organizations can target career-related messaging to qualified candidates. We provide promotional material in the form of advertisements, videos, or emails to specific audiences defined by enterprises and professional organizations based on professional profile data.

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LinkedIn Career Pages. Enterprises and professional organizations are able to customize the career section of Company Profiles and content on Career Pages to allow potential candidates to learn more about what it is like to work at the enterprise or professional organization, whom to contact if they are interested in a position and what relevant opportunities are available.

LinkedIn Jobs. Enterprises and professional organizations of all sizes are able to advertise job opportunities on our network. Jobs includes:

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Self-service Posting. During 2010, we averaged over 25,000 weekly job postings.

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TalentMatch. Candidate recommendations are presented to a job poster. Once a job is posted, TalentMatch evaluates the characteristics of the job and automatically finds the most relevant member profiles. TalentMatch customers can view these recommendations and directly message relevant candidates.

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Jobs You May Be Interested In (JYMBII). We use profile data to display relevant job postings to members even if they are not conducting a job search. Job recommendations are displayed on a member’s homepage and can also be displayed on other websites.

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Work With Us. Enterprises and professional organizations can elect to display the JYMBII module as an add-on to each of their employee’s profiles, allowing them to leverage their employee base to attract relevant candidates.

Subscriptions

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Talent Basic, Talent Finder and Talent Pro. The Talent family of products enables recruiters and hiring managers to find, contact and manage potential candidates, leveraging Premium Search Filters, InMail, Profile Organizer and other premium features.

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Job Seeker Basic, Job Seeker and Job Seeker Plus. The Job Seeker family of products enables members to stand out to recruiters and hiring managers via the Job Seeker badge, which is visible on their profile and in search results, Featured Applicant status in the applicant list for jobs they apply to, and InMail.

Marketing Solutions

The goal of our marketing solutions is to enable marketers and advertisers to reach and engage with the most relevant audience and connect them to relevant products and services.

LinkedIn Ads. Our self-service platform enables advertisers to build and target their advertisement to our members based on information in their profile. LinkedIn Ads includes the following features:

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Targeting. Ads are targeted to specific members based on their profile information. Targetable attributes include the member’s title, function, employer, industry and geography.

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Daily Campaign Budgets. A maximum daily budget can be set for advertisements.

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Campaign Management. Advertisers can set up and manage multiple campaigns as well as multiple ad units per campaign.

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Reporting. Advertisers can continuously monitor clicks, impressions, click-through rates, average cost-per-click and total budget spent by ad.

LinkedIn Ads for Enterprise. These marketing solutions target larger advertisers which receive dedicated account management and have access to additional marketing solutions:

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Display Ads. Advertisers can use the same targeting engine used for LinkedIn Ads to serve ads in a variety of sizes and formats, including rich media.

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Custom Groups. Advertisers can set-up a Group around a topic, company or product and customize content in key modules of the group. Polls, videos, feeds, and news can be included in these custom modules.

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Sponsorships. Marketers can sponsor specific areas of our website, including Answers, Polls, Events and a variety of applications built by third parties on our platform.

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Whitepapers. Marketers can target whitepapers using the same targeting engine used for LinkedIn Ads. The download pages for whitepapers have pre-filled fields with members’ profile data, reducing friction and maximizing leads for a marketer.

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Recommendation Ads. These ad units include the number of members and the profile pictures of members who have recommended a company’s product or service. Members can share or recommend the product or service directly from the ad unit.

Premium Subscriptions

Our premium subscription services target small- and medium-sized enterprises and professional organizations, individual members and business groups in larger enterprises. Our Business, Business Plus and Executive subscription packages are designed for general professionals to manage their professional identity, grow their business and connect with talent. These subscriptions bundles are sold at different price points. Key features found in the subscription bundles include:

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Profile Organizer. A productivity suite allowing members to save and categorize profiles and add notes.

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InMail. A message that can be sent directly to a member to whom the sender is not connected.

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Premium Search Filters. Advanced filters for narrowing a search based on derived data.

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Saved Searches. Members can save a search and be notified when profiles that fit their criteria are found.

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3^rd Degree Name Visibility. Expands network visibility of the searcher by exposing full names for 3^rd degree members.

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Profile Stats Pro. Members see more information about who is viewing their profile, the keywords used by others members to arrive at their profile, and the number of times they have shown up in search results.

We also offer subscriptions to InMail and Profile Organizer on a standalone basis.

Sales, Marketing and Customer Support

Depending on the specific product, we sell our hiring and marketing solutions offline through our field sales organization or online on our website. We sell our premium subscriptions online on our website. Our field sales

organization uses a direct sales force to solicit customers, agencies, and resellers. In the United States, our field sales organization is located in Chicago, New York and the San Francisco Bay Area. Outside of the United States, we have additional field sales offices in Australia, Canada, India, Ireland, the Netherlands and the United Kingdom.

For our hiring solutions, we divide our field sales organization between account executives who are responsible for new business and relationship managers who focus on renewing and selling additional seats and solutions to existing customers. Some of our hiring solutions products, such as Talent Finder and Job Seeker, are sold online on our website.

For our marketing solutions, our field sales organization focuses on advertising agencies, large brand advertisers and performance advertisers that want to target professionals on our website. We also sell our marketing solutions to online advertisers that use our automated online self-service system to establish accounts, create ads, target members, and launch and manage their advertising campaigns.

To date, our member base has grown virally based on members inviting other members to join our network. Through this word-of-mouth marketing, we have been able to build our brand with relatively low marketing costs. We use the quality of our own products and solutions as our most effective marketing tool, and word-of-mouth momentum continues to drive member awareness and trust worldwide.

We believe that customer support is critical to retaining and expanding both our member base and customers. Our global customer operations group responds to both business and technical inquiries from individual members and enterprises and professional organizations relating to their accounts and how to use our features and products. Self-service support is available through our website and customers can also contact us via e-mail. We have specific premium support teams dedicated to premium subscribers, online advertisers, and our hiring solutions customers.

Customers

In 2010, our marketing solutions were used by more than 33,000 customers, and our hiring solutions were used by nearly 3,900 companies. No individual customer represented more than 5% of our net revenue in 2008, 2009 or the nine months ended September 30, 2010.

Technology Infrastructure

Our technology platform is designed to create an engaging professional networking experience for our members and is built to enable future growth at scale. We employ technological innovations whenever possible to increase efficiency and scale our business.

Our products rely upon and leverage the massive amounts of data in our network. This rich dataset has grown exponentially, requiring scalable computing resources. We will continue to invest in building proprietary and using open sourced technologies around our data, search and solutions.

Our key technology platforms are described below:

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Professional Graph. Our fully distributed system is comprised of a graph engine where nodes can represent individuals, companies, schools and other entities and edges can be a connection, a “follow,” or an employee at a given company. The professional graph holds an individual’s real-time network and enables a variety of complex calls like establishing the degree by which two nodes are connected (e.g., 2^nd degree vs. 3^rd degree).

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Search. Our proprietary search technology combines structured and free-form content to allow users to search across numerous parameters. Our search is powered by our rich dataset based on facets and key

words and is fundamentally personalized as all search requests use a member’s network to affect relevance and ranking. Our search is real time, distributed and multilingual and serves the needs of both members and enterprises and professional organizations.

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Customized Content, Matching, Targeting and Recommendations. We have developed a proprietary intelligence and recommendation engine for extracting professional insights by utilizing our rich dataset. This engine enables us to provide our users with customized content and recommendations. For example, based on a member’s profile, their 2^nd and 3^rd degree connections, their viewing and clicking history, and a host of other criteria, our algorithms can provide intelligence and recommendations around Talent Match, People You May Know, Groups You May Like, Jobs You May Be Interested In or Companies You May Be Interested In. Our targeting and recommendation technologies continue beyond just a member’s profile by providing intelligence around similar profile views and similar job views.

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Ad Targeting Platform. We use a combination of traditional and proprietary ad targeting and delivery technologies. The combination is optimized to work with our respective partners to provide the optimal user experience. Our proprietary systems leverage our feature extraction, information retrieval, and matching systems to provide the most relevant ads.

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Open Sourced Technologies. We deploy aspects of our technology into the open source community to help increase the speed at which the technology can mature. The combination of open source and proprietary technologies used in our platforms increases the speed at which we can deploy our products at scale. For example, Hadoop is an open source project used to batch compute data for different features on our website based on our members’ data and traffic patterns. Hadoop enables us to scale our calculations on an expanding set of data and to do these calculations more frequently.

Intellectual Property

We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties.

In addition to these contractual arrangements, we also rely on a combination of trade secret, copyright, trademark, trade dress, domain name and patents to protect our intellectual property. We pursue the registration of our domain names, trademarks, and service marks in the United States and in certain locations outside the United States. Our registered trademarks in the United States include “LinkedIn” and the “in” design mark, as well as others, and as of September 30, 2010, we had licenses to two issued U.S. patents related to online networking, which expire in 2017 and 2027, and 12 patent applications on file in the United States and internationally.

Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in the United States or other countries in which our products and solutions are distributed. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results.

Companies in the Internet, social media technology and other industries may own large numbers of patents, copyrights, and trademarks and may frequently request license agreements, threaten litigation, or file suit against us based on allegations of infringement or other violations of intellectual property rights. From time to time, we face, and we expect to face in the future, allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including our competitors and non-practicing entities. As we face increasing competition and as our business grows, we will likely face more claims of infringement.

Competition

We face significant competition in all aspects of our business. Specifically, we compete for members, enterprises and professional organizations; the bases upon which we compete differ among these areas as discussed below.

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Members—Professional Networks. The market for online professional networks is new and rapidly evolving. Other companies such as Facebook, Google, Microsoft and Twitter could develop competing solutions or partner with third parties to offer such products. We face competition from a number of smaller companies in international markets, such as Xing in Germany and Viadeo in France, that provide online professional networking solutions, as well as Internet companies in the customer relationship management market, such as Salesforce.com (Chatter and Jigsaw). Because membership on our website is available at no cost, we don’t compete for members on the basis of price. Instead, we compete primarily on the basis of the value and relevance of the products for professionals, ease of use and availability of our website and our products and solutions, and the total number of professional members and relevant data available.

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Enterprises and Professional Organizations—Recruiting. With respect to our hiring solutions, we compete with established online recruiting companies such as Monster+HotJobs and CareerBuilder, talent management companies, such as Taleo, and traditional recruiting firms. In this area, we compete primarily on the basis of the efficiency and usefulness of our solutions for enterprises and professional organizations, which are influenced by the number and engagement of our members.

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Enterprises and Professional Organizations—Advertising and Marketing. With respect to our marketing solutions, we compete with online and offline outlets that generate revenue from advertisers and marketers. In this area, we compete to attract and retain advertisers by giving them access to the most relevant and targeted audiences for their products or services.

We believe that we have competitive strengths that position us favorably in our markets. However, our industry is evolving rapidly and is becoming increasingly competitive. Larger and more established companies may focus on professional networking and could directly compete with us. Smaller companies could also launch new products and services that we do not offer and that could gain market acceptance quickly.

Government Regulation

We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the Internet, many of which are still evolving and could be interpreted in ways that could harm our business. In the United States and abroad, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. Any court ruling or other governmental action that imposes liability on providers of online services for the activities of their users and other third parties could harm our business. In addition, rising concern about the use of social networking technologies for illegal conduct, such as the unauthorized dissemination of national security information, money laundering or supporting terrorist activities may in the future produce legislation or other governmental action that could require changes to our products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects of our service.

In the area of information security and data protection, many states have passed laws requiring notification to users when there is a security breach for personal data, such as the 2002 amendment to California’s

Information Practices Act, or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to practically implement. The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Furthermore, any failure on our part to comply with these laws may subject us to significant liabilities.

We are also subject to federal, state, and foreign laws regarding privacy and protection of member data. We post on our website our privacy policy and user agreement, which describe our practices concerning the use, transmission and disclosure of member data. Any failure by us to comply with our posted privacy policy or privacy related laws and regulations could result in proceedings against us by governmental authorities or others, which could harm our business. In addition, the interpretation of data protection laws, and their application to the Internet is unclear and in a state of flux. There is a risk that these laws may be interpreted and applied in conflicting ways from state to state, country to country, or region to region, and in a manner that is not consistent with our current data protection practices. Complying with these varying international requirements could cause us to incur additional costs and change our business practices. Further, any failure by us to adequately protect our members’ privacy and data could result in a loss of member confidence in our services and ultimately in a loss of members and customers, which could adversely affect our business.

In addition, because our services are accessible worldwide, certain foreign jurisdictions have claimed and others may claim that we are required to comply with their laws, including in jurisdictions where we have no local entity, employees, or infrastructure.

Our Values and Company Culture

Our values and unique company culture serve as the foundation to our success. Our values are the principles by which we manage our day-to-day business and facilitate decision-making. Our core values are:

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Our Members Come First. We encourage employees to know and understand our members and to ensure that we foster the long-term vitality of the LinkedIn ecosystem.

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Relationships Matter. By fostering trust with colleagues and partners, we all succeed. We fundamentally believe that doing what is right is more important than being right.

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Be Open, Honest and Constructive. We expect our employees to communicate with clarity and provide feedback with consistency in a constructive way.

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Demand Excellence. Our employees are encouraged to lead by example, seek to solve big challenges, set measureable and actionable goals, and continuously learn, iterate and improve.

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Take Intelligent Risks. Taking intelligent risks has been paramount in building the company to date. No matter how large the company becomes we strive to never lose our startup mentality.

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Act Like an Owner. Talent is our most important asset. We expect employees to act as an owner in each decision they make, no matter how big or small.

Our company culture reflects who we are and the company we aspire to be. Our culture is shaped in large part by our values and is best defined by:

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Transformation. People who work at LinkedIn are here because they seek to make a positive and lasting impact on the world, help realize the full potential of LinkedIn and fundamentally alter the trajectory of their careers.

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Integrity. We don’t believe the ends justify the means. Rather, we expect employees to do the right thing no matter what.

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Collaboration. Much like the network effects inherent in our business model, we believe that as valuable as we are as individuals, we are all exponentially more valuable when aligned and working together.

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Humor. Fulfilling our mission and vision requires an intense focus, so we believe it is important to not take ourselves too seriously and try to have some fun while doing it.

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Results. We set clear, actionable goals and have high expectations for our performance. We count on our employees to consistently deliver excellent results, seek leverage through greater efficiency and effectiveness, and demonstrate leadership at all levels throughout the organization.

We believe we have assembled an extremely talented group of employees and strive to hire the best employees to solve very significant challenges. As of December 31, 2010, we had 990 employees, consisting of 524 in engineering, product development and customer operations, 313 in sales and marketing, and 153 in general and administrative.

While we encourage collaboration, we also embrace individual thinking and creativity. For example, one of our key approaches to attracting and retaining technical talent and fostering continued innovation is through our company-sponsored “InDays” and “hackdays” where our employees are encouraged to take the time to explore and implement new ideas. Participants then present their ideas in front of the whole company with prizes awarded for the best ideas. Some of our significant new products have been developed as a result of inDays and hackdays.

Facilities

We lease approximately 181,000 square feet of space in our headquarters in Mountain View, California under leases that expire in 2014 and 2015. We also lease additional sales and marketing and customer support offices in Chicago, New York, Omaha, San Francisco and Santa Monica. We lease our international headquarters office in Dublin, Ireland and lease additional sales and marketing offices in Australia, Canada, India, the Netherlands and the United Kingdom. We also operate data centers in the United States pursuant to various lease agreements.

Legal Proceedings

From time to time, we are a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

MANAGEMENT

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of the date of this prospectus:


Name	Age		Position
Jeffrey Weiner		40	Chief Executive Officer and Director
Steven Sordello		41	Senior Vice President and Chief Financial Officer
Michael Gamson		36	Senior Vice President, Global Sales
David Henke		54	Senior Vice President, Operations and Engineering
Dipchand “Deep” Nishar		42	Senior Vice President, Products and User Experience
Erika Rottenberg		48	Vice President, General Counsel and Secretary
A. George “Skip” Battle ^(1)(2)(3)		67	Director
Reid Hoffman		43	Chair of the Board of Directors
Leslie Kilgore ^(1)(2)(3)		45	Director
Stanley J. Meresman ^(1)(2)(3)		64	Director
Michael J. Moritz		56	Director
David Sze		44	Director

(1)

Member of the audit committee

(2)

Member of the compensation committee

(3)

Member of the governance and nominating committee

Executive Officers

Jeffrey Weiner has served as our Chief Executive Officer since June 2009 and as a member of our board of directors since July 2009. Mr. Weiner served as our interim President from December 2008 to June 2009. Prior to LinkedIn, Mr. Weiner was an Executive in Residence at Greylock Partners and Accel Partners, both venture capital firms, from September 2008 to June 2009, where he focused on advising the leadership teams of the firms’ consumer technology portfolio companies and worked closely with the partners to evaluate new investment opportunities. Previously, Mr. Weiner held several key leadership roles at Yahoo! Inc., one of the world’s largest digital media companies, from May 2001 to June 2008, including most recently as an Executive Vice President where he was responsible for many of the company’s consumer-facing and industry-leading products. In addition to LinkedIn, Mr. Weiner serves on the board of directors for DonorsChoose.org and Malaria No More. He holds a B.S. in Economics from The Wharton School at the University of Pennsylvania. Mr. Weiner was selected to serve on our board of directors due to the perspective and experience he brings as our Chief Executive Officer and his extensive background in the Internet industry.

Steven Sordello has served as our Senior Vice President and Chief Financial Officer since January 2011 and served as our Chief Financial Officer from July 2007 to January 2011. Prior to LinkedIn, Mr. Sordello served as Chief Financial Officer of two Nasdaq publicly traded companies. He was Chief Financial Officer of TiVo, Inc., a manufacturer of digital video recorders, from August 2006 to July 2007, where he was part of the management team that helped lead TiVo to its first quarter of profitability. Prior to TiVo, Mr. Sordello served in several roles, including as Chief Financial Officer at Ask Jeeves, Inc., an Internet search engine company, from May 1999 to October 2005 when it was acquired by IAC/Interactive Corporation. At Ask Jeeves, he was part of the management team that lead the company through a transition from unprofitable to a high-growth, high-margin company. Mr. Sordello has also worked in senior finance roles at Adobe Systems Incorporated, a leading software company, and Syntex Corporation, a pharmaceuticals company (acquired by Roche Pharmaceuticals). He holds an M.B.A and a B.S. in Business from Santa Clara University.

Michael Gamson has served as our Senior Vice President, Global Sales since January 2011. Prior to that, Mr. Gamson was our Vice President of Sales for our Hiring Solutions business from June 2008 to January 2011, and our General Manager of LinkedIn Research Network from September 2007 to June 2008. Prior to LinkedIn, Mr. Gamson served in several roles, including most recently as Director of Product Marketing from April 2004 to August 2007, at Advent Software, Inc., a provider of enterprise software for investment managers, from January 1999 until August 2007. Mr. Gamson holds a B.A. in Comparative Religions and Fine Arts from Amherst College.

David Henke has served as our Senior Vice President, Operations and Engineering since January 2011, and served as our Vice President, Operations and Engineering from November 2009 to January 2011. Prior to LinkedIn, Mr. Henke was Senior Vice President, Engineering at Yahoo! Inc., from July 2005 to June 2009, responsible for Engineering/Operations at Yahoo! Search Marketing and the Production Operations Infrastructure for the entire company. Prior to Yahoo!, Mr. Henke ran Engineering/Operations for AltaVista Company, an Internet search engine company, from 1998 to 2002. Prior to AltaVista, he served in development and management roles for Silicon Graphics, Inc., a manufacturer of high-performance computing solutions, from 1990 to 1998. He holds a B.A. in Mathematics from the University of California, Santa Barbara.

Dipchand “Deep” Nishar has served as our Senior Vice President, Products and User Experience since January 2011, and served as our Vice President, Products from January 2009 until January 2011. Prior to LinkedIn, Mr. Nishar served in several roles, including most recently as the Senior Director of Products for the Asia-Pacific region, at Google Inc., an internet search company, from August 2003 to January 2009. He was also the Founder and Vice President of Products at Patkai Networks, a service oriented architecture software company. Mr. Nishar holds an M.B.A. with highest honors (Baker Scholar) from Harvard Business School, a M.SEE from University of Illinois, Urbana-Champaign, and a B.Tech with honors from the Indian Institute of Technology.

Erika Rottenberg has served as our Vice President, General Counsel and Secretary since July 2008. Prior to LinkedIn, Ms. Rottenberg served as Senior Vice President, General Counsel and Secretary for SumTotal Systems, Inc., a talent development enterprise software company, from March 2004 to July 2008, and served as a consultant to SumTotal through December 2008. Prior to SumTotal, Ms. Rottenberg served in several roles, including most recently as Vice President, Strategic Development and General Counsel, at Creative Labs, Inc., a computer peripheral and digital entertainment product company. Ms. Rottenberg began her legal career with the Silicon Valley-based law firm of Cooley LLP. Ms. Rottenberg also serves on the board of directors of Silicon Valley Law Foundation. She holds a J.D. from the University of California, Berkeley’s Boalt Hall School of Law and a B.S. in Special and Elementary Education from State University of New York at Geneseo.

Board of Directors

A. George “Skip” Battle has served on our board of directors since February 2010 and was appointed as our lead independent director in December 2010. During the last five years, Mr. Battle has been serving on the boards of directors of various public and private companies. From January 2004 to July 2005, Mr. Battle served as Executive Chairman of Ask Jeeves, Inc., and from December 2000 to January 2004 he served as Chief Executive Officer of Ask Jeeves. From December 1995 to January 2006, Mr. Battle served as a member of the board of directors for PeopleSoft, Inc., an enterprise software company, and from August 1996 to June 2002 he served as a member of the board of directors for Barra, Inc., a software company. From 1968 until his retirement in 1995, Mr. Battle served in management roles at Arthur Andersen LLP and then Andersen Consulting LLP (now Accenture), where he became worldwide managing partner of market development and a member of the firm’s executive committee. Mr. Battle is currently the chairman of the board of directors for Fair Isaac Corporation, an analytic products company, and is also a member of the board of directors for Netflix, Inc., an online video rental company, Expedia, Inc., an online travel reservations provider, OpenTable, Inc., an online network connecting reservation-taking restaurants and people who dine at those restaurants, Advent Software, Inc., a software and consulting company, and the Masters Select family of mutual funds. He holds an M.B.A. from the Stanford Graduate School of Business and a B.A. in Economics from Dartmouth College. Mr. Battle was selected to serve on our board of directors due to his extensive

background in public accounting and auditing, as well as his experience in the Internet industry. Mr. Battle qualifies as an “audit committee financial expert” under Securities and Exchange Commission, or the SEC, guidelines. In addition, his current service on other public company boards of directors provides us with important perspectives on corporate governance matters.

Reid Hoffman is one of our co-founders and has served on our board of directors since March 2003 and was appointed as the Chair of our board of directors in December 2010. He has also been a Partner at Greylock Partners, a venture capital firm, since November 2009. Previously, he served as our Chief Executive Officer from March 2003 to February 2007 and from December 2008 to June 2009. Mr. Hoffman also served as our President, Products from February 2007 to December 2008, and as our Executive Chair from June 2009 to November 2009. Prior to LinkedIn, Mr. Hoffman was executive vice president of PayPal Inc., an online payment company, from January 2000 to October 2002. Mr. Hoffman serves on the board of directors for SixApart Ltd., Kiva.org, Zynga Game Network Inc. and Mozilla Corporation. Mr. Hoffman holds a M.A. in Philosophy from Oxford University and a B.S. in Symbolic Systems from Stanford University. Mr. Hoffman was selected to serve on our board of directors due to the perspective and experience he brings as one of our founders and as one of our largest stockholders, as well as his extensive experience with technology companies.

Leslie Kilgore has served on our board of directors since March 2010. Ms. Kilgore has served as the Chief Marketing Officer (formerly Vice President of Marketing) of Netflix, Inc. since March 2000. From February 1999 to March 2000, Ms. Kilgore served as Director of Marketing for Amazon.com, Inc., an Internet retailer. Ms. Kilgore served as a Brand Manager for The Procter & Gamble Company, a manufacturer and marketer of consumer products, from August 1992 to February 1999. Ms. Kilgore holds an M.B.A. from the Stanford Graduate School of Business and a B.S. from The Wharton School at the University of Pennsylvania. Ms. Kilgore was selected to serve on our board of directors due to her extensive experience in marketing and consumer products industry.

Stanley J. Meresman has served on our board of directors since October 2010. During the last five years, Mr. Meresman has been serving on the boards of directors of various public and private companies, including service as chair of the audit committee for some of these companies. Mr. Meresman was a Venture Partner with Technology Crossover Ventures, a private equity firm, from January 2004 through December 2004 and was General Partner and Chief Operating Officer of Technology Crossover Ventures from November 2001 to December 2003. During the four years prior to joining Technology Crossover Ventures, Mr. Meresman was a private investor and board member and advisor to several technology companies. From May 1989 to May 1997, Mr. Meresman was the Senior Vice President and Chief Financial Officer of Silicon Graphics, Inc. Prior to Silicon Graphics, he was Vice President of Finance and Administration and Chief Financial Officer of Cypress Semiconductor. He serves as a director of Meru Networks, Inc. and Riverbed Technology, Inc. Mr. Meresman holds an M.B.A. from the Stanford Graduate School of Business and a B.S. in Industrial Engineering and Operations Research from the University of California, Berkeley. Mr. Meresman was selected to serve as a director on our board of directors due to his background as chair of the audit committee of other public companies and his financial and accounting expertise from his prior extensive experience as chief financial officer of two publicly traded corporations. Mr. Meresman qualifies as an “audit committee financial expert” under SEC guidelines. In addition, his current service on other public company boards of directors provides us with important perspectives on corporate governance matters. Mr. Meresman has served both as chair of the audit committee and chief financial officer of several public companies.

Michael J. Moritz has served on our board of directors since January 2011. Mr. Moritz has been a Managing Member of Sequoia Capital, a venture capital firm, since 1986. He currently serves as a director for Green Dot Corporation, a provider of general purpose reloadable pre-paid debit cards, Kayak Software Corporation, an online provider of travel information, and GameFly, Inc., an online video game rental service company. Mr. Moritz previously served as a director of a variety of companies, including Flextronics Ltd., Google Inc., PayPal, Inc., Yahoo! Inc. and Zappos.com, Inc. Mr. Moritz holds an M.A. in Modern History from Christ Church, Oxford. Mr. Moritz was selected to serve as a director on our board of directors due to his

extensive background in and experience with the venture capital industry, providing guidance and counsel to a wide variety of Internet and technology companies and service on the boards of directors of a range of public and private companies.

David Sze has served on our board of directors since September 2004. Mr. Sze is a Partner at Greylock Partners, which he joined in 2000. Prior to Greylock Partners, Mr. Sze was Senior Vice President of Product Strategy at Excite and then Excite@Home. As an early employee at Excite, Mr. Sze also held roles as General Manager of Excite.com and Vice President of Content and Programming for the Excite Network. Prior to Excite, he was in product marketing and development at Electronic Arts, Inc. and Crystal Dynamics, respectively. He started his career in management consulting for Marakon Associates and The Boston Consulting Group. Mr. Sze holds an M.B.A. from the Stanford Graduate School of Business and a B.A. from Yale University. Mr. Sze was selected to serve as a director on our board of directors due to his extensive background with Internet and technology companies.

Each officer serves at the discretion of our board of directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Classified Board

Upon completion of this offering, our board of directors will consist of seven members. In accordance with our amended and restated certificate of incorporation to be filed in connection with this offering, immediately after this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors will be divided among the three classes as follows:

•

The Class I directors will be Ms. Kilgore and Mr. Weiner, and their terms will expire at the annual general meeting of stockholders to be held in 2012;

•

The Class II directors will be Messrs. Battle and Moritz, and their terms will expire at the annual general meeting of stockholders to be held in 2013; and

•

The Class III directors will be Messrs. Hoffman, Meresman and Sze, and their terms will expire at the annual general meeting of stockholders to be held in 2014.

We expect that additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Director Independence

Under the listing requirements and rules of The NASDAQ Stock Market, or Nasdaq, or the New York Stock Exchange, or the NYSE, independent directors must comprise a majority of a listed company’s board of directors within a specified period of the completion of this offering.

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that Messrs. Battle, Meresman, Moritz and Sze and Ms. Kilgore, representing five of

our seven directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq and the NYSE. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Committees

Our board of directors has established the following committees: an audit committee, a compensation committee and a governance and nominating committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Our audit committee provides oversight of our accounting and financial reporting process, the audit of our financial statements and our internal control function. Among other matters, the audit committee assists the board of directors in oversight of the independent auditors’ qualifications, independence and performance; is responsible for the engagement, retention and compensation of the independent auditors; reviews the scope of the annual audit; reviews and discusses with management and the independent auditors the results of the annual audit and the review of our quarterly consolidated financial statements including the disclosures in our annual and quarterly reports filed with the SEC; reviews our risk assessment and risk management processes; establishes procedures for receiving, retaining and investigating complaints received by us regarding accounting, internal accounting controls or audit matters; approves audit and permissible non-audit services provided by our independent auditor; and reviews and approves related party transactions under Item 404 of Regulation S-K. In addition, our audit committee will oversee our internal audit function when it is established.

The current members of our audit committee are Mr. Meresman, who is the chair of the committee, Mr. Battle and Ms. Kilgore. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC, Nasdaq and the NYSE. Our board of directors has determined that Messrs. Meresman and Battle are audit committee financial experts as defined under the applicable rules of the SEC and have the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq and the NYSE. All of the members of our audit committee are independent directors as defined under the applicable rules and regulations of the SEC, Nasdaq and the NYSE.

Compensation Committee

Our compensation committee adopts and administers the compensation policies, plans and benefit programs for our executive officers and all other members of our executive team. In addition, among other things, our compensation committee annually evaluates, in consultation with the board of directors, the performance of our CEO, reviews and approves corporate goals and objectives relevant to compensation of our CEO and other executives and evaluates the performance of these executives in light of those goals and objectives. Our compensation committee also adopts and administers our equity compensation plans. The current members of our compensation committee are Ms. Kilgore, who is the chair of the committee, Mr. Battle and Mr. Meresman. All of the members of our compensation committee are independent under the applicable rules and regulations of the SEC, Nasdaq and the NYSE, and Section 162(m) of the Internal Revenue Code, or the Code.

Governance and Nominating Committee

Our governance and nominating committee is responsible for, among other things, making recommendations regarding corporate governance, the composition of our board of directors, identification,

evaluation and nomination of director candidates and the structure and composition of committees of our board of directors. In addition, our governance and nominating committee oversees our corporate governance guidelines, approves our committee charters, oversees compliance with our code of business conduct and ethics, contributes to succession planning, reviews actual and potential conflicts of interest of our directors and officers other than related party transactions reviewed by the audit committee and oversees the board self-evaluation process. Our governance and nominating committee is also responsible for making recommendations regarding non-employee director compensation to the full board of directors. The current members of our governance and nominating committee are Mr. Battle, who is the chair of the committee, Ms. Kilgore and Mr. Meresman. All of the members of our governance and nominating committee are independent under the applicable rules and regulations of Nasdaq and the NYSE.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has at any time during the past year been one of our officers or employees. None of our executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Code of Business Conduct and Ethics

We plan to adopt a code of business conduct and ethics that will apply to all of our employees, including our executive officers and directors, and those employees responsible for financial reporting. The code of business conduct and ethics will be available on our website. We expect that, to the extent required by law, any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Non-Employee Director Compensation

We do not currently provide any cash compensation to our non-employee directors. During 2010, three independent directors joined our board of directors. As compensation for their services, they each received a stock option grant as set forth below.

The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2010.


Name	Date of Grant		Number of Shares Underlying Option			Exercise Price ($)		Vesting Start Date⁽¹⁾		Option Awards($)⁽²⁾		Total ($)
A. George “Skip” Battle		2/24/2010		75,000	⁽³⁾		4.80		2/23/2010		220,065		220,065
Reid Hoffman		—		—			—		—		—		—
Leslie Kilgore		6/17/2010		60,000	⁽⁴⁾		6.20		3/29/2010		199,650		199,650
Mark Kvamme ⁽⁵⁾		—		—			—		—		—		—
Stanley Meresman		11/3/2010		75,000	⁽⁶⁾		8.97		10/12/2010		357,713		357,713
David Sze		—		—			—		—		—		—

(1)

25% of the shares subject to these options vest on the first anniversary of the vesting commencement date and 1/48th of the shares subject to these options vest on each monthly anniversary of the vesting commencement date thereafter until all shares are vested. These options are subject to full acceleration in the event of the closing of an acquisition or other change of control in which the director is not a member of the board of directors of the surviving entity as of the closing or within 12 months of such closing, other than pursuant to a voluntary resignation. Options shown in the table above are early exercisable, and to the extent such options are early exercised and are unvested as of a given date, such shares will remain subject to a right of repurchase held by us.

(2)

The amounts included in the “Option Awards” column represent the aggregate grant date fair value of option awards calculated in accordance with authoritative accounting guidance on stock compensation. The valuation assumptions used in determining such amounts are described in the notes to our consolidated financial statements included in this prospectus.

(3)

This option was early exercised by Mr. Battle in full in February 2010. All shares issued pursuant to this option remain subject to a right of repurchase held by us.

(4)

This option was early exercised by Ms. Kilgore in full in June 2010. All shares issued pursuant to this option remain subject to a right of repurchase held by us.

(5)

Mr. Kvamme was a director from November 2003 to January 2011.

(6)

This option was early exercised by Mr. Meresman in full in November 2010, and 37,500 shares of our common stock were issued to each of the Meresman Family Trust and the Cassie H. Meresman Trust. All shares issued pursuant to this option remain subject to a right of repurchase held by us.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

The compensation provided to our “named executive officers” for 2010 is set forth in detail in the 2010 Summary Compensation Table and other tables and the accompanying footnotes and narrative that follow this section. This section explains our executive compensation philosophy, objectives and design, our compensation-setting process, our executive compensation program components and the decisions made in 2010 for each of our named executive officers.

Our named executive officers for 2010, which consist of those executive officers who appear in the 2010 Summary Compensation Table, were:

•

Jeffrey Weiner, our Chief Executive Officer (our “CEO”);

•

Steven Sordello, our Senior Vice President and Chief Financial Officer;

•

David Henke, our Senior Vice President, Operations and Engineering;

•

Dipchand “Deep” Nishar, our Senior Vice President, Products and User Experience; and

•

Erika Rottenberg, our Vice President, General Counsel and Secretary.

In January 2011, Michael Gamson, our Senior Vice President, Global Sales, was designated as an executive officer for securities law reporting purposes. However, in accordance with SEC regulations, because he was not an executive officer as of the end of the most recent fiscal year for which compensation information is being presented, he is not a named executive officer for 2010.

We formed our compensation committee in December 2010, and it held its first meeting in January 2011. For 2011, our compensation committee will be responsible for executive compensation, including establishing our executive compensation philosophy and programs, and determining specific executive compensation, including cash and equity. Unless otherwise stated, the discussion and analysis below is in large measure based on decisions by the full board of directors. Because our compensation committee was recently formed, they have only recently begun to discuss our overall executive compensation philosophy. Therefore, the philosophy of how we will compensate our executive officers in the future may not be the same as how they have been compensated previously. We expect that our compensation committee will continue to review, evaluate and modify the executive compensation framework as a result of our becoming a publicly traded company after this offering. Our compensation program following this offering may, over time, vary significantly from our historical practices.

Executive Compensation Philosophy, Objective and Design

Philosophy. We operate in a new and rapidly evolving market. To succeed in this environment, we must continually refine our business model, foster the viral growth of our member base, increase the level of engagement of our members with our tools and applications, develop and update new and existing products and solutions, and expand our international operations. To achieve these objectives, we need a highly talented team of engineering, products, sales, marketing, general and administrative professionals. We also expect our team to possess and demonstrate strong leadership and management capabilities.

We believe that to attract, retain and motivate high-performing employees, including our named executive officers, we must continue to foster our unique company culture, which serves as the basis on which we hire, evaluate and reward the performance of our employees.

•

Our Members Come First. We encourage employees to know and understand our members and to ensure that we foster the long-term vitality of the LinkedIn ecosystem.

•

Relationships Matter. By fostering trust with colleagues and partners, we all succeed. We fundamentally believe that doing what is right is more important than being right.

•

Be Open, Honest and Constructive. We expect our employees to communicate with clarity and provide feedback with consistency in a constructive way.

•

Demand Excellence. Our employees are encouraged to lead by example, seek to solve big challenges, set measureable and actionable goals, and continuously learn, iterate and improve.

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Take Intelligent Risks. Taking intelligent risks has been paramount in building the company to date. No matter how large we become we strive to never lose our startup mentality.

•

Act Like an Owner. Talent is our most important asset. We expect our employees to act as an owner in each decision they make, no matter how big or small.

Our company culture reflects who we are and the company we aspire to be. Our culture is shaped in large part by our values and is best defined by:

•

Integrity. We don’t believe the ends justify the means. Rather, we expect employees to do the right thing no matter what.

•

Humor. Fulfilling our mission and vision requires an intense focus, so we believe it is important to not take ourselves too seriously and try to have some fun while doing it.

•

Objective. The objective of our executive compensation program is to recruit, incentivize and retain an executive team that can help us achieve both the short- and long-term objectives of the company.

Design. As a privately held company, executive compensation was heavily weighted towards equity, which was awarded in the form of stock options. Our board of directors determined that this form of compensation focused our executives on driving achievement of our strategic and financial goals, including growth in our member base and engagement. Our board of directors also believes that making equity awards a key component of executive compensation aligned the executive team with the long-term interests of our stockholders. To maintain a competitive compensation program, we also offer cash compensation in the form of (i) base salaries to reward individual contributions and compensate our employees for their day-to-day responsibilities, and (ii) annual bonuses to drive excellence and leadership and incentivize achievement of our shorter-term objectives.

As we transition from being a privately held company to a publicly traded company, we will evaluate our philosophy and compensation programs as circumstances require, and at a minimum, we will review executive compensation annually. As part of this review process, we expect to apply our values and the objectives outlined above, together with consideration for the levels of compensation that we would be willing to pay to ensure that our compensation remains competitive, that we are meeting our retention objectives and the cost to us if we were required to find a replacement for a key employee.

Compensation-Setting Process

For 2010, our board of directors was responsible for overseeing our executive compensation program, including determining and approving the ongoing compensation arrangements for our executive officers. Our

CEO attends meetings of our board, except with respect to discussions involving his own compensation. Typically, except with respect to his own compensation, our CEO makes recommendations to our board of directors regarding compensation matters for each named executive officer, including with respect to each key element of compensation (i.e., equity awards, base salary and annual bonus).

In December 2009, our management engaged Compensia, a national compensation consulting firm, to provide executive compensation advisory services for 2010, including the following:

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an assessment of our executives’ base salaries, cash bonuses, and equity compensation levels and plan structures for 2010;

•

a review of market and “best” practice with respect to executive severance/change-of-control arrangements;

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assistance with a review of our equity compensation strategy, including the development of award guidelines and an aggregate spending budget;

•

a review of considerations and market practices related to short-term cash incentive plans; and

•

a review of board of director compensation market practices among late-stage pre-IPO and recently public high-technology companies.

In determining executive compensation for 2010, our board of directors reviewed and considered various market data presented by Compensia, as well as our overall financial plan. We did not engage in any benchmarking or targeting of any specific levels of pay. Instead, market data was used primarily as a reference point and one factor among others.

We are in the process of establishing our executive compensation program for 2011. Our compensation committee is currently evaluating compensation consultants and expects to retain one for 2011.

Executive Compensation Program Components

Equity Compensation

As a privately held company, we have used stock options as the principal component of our executive compensation program. Consistent with our compensation objectives, we believe this approach aligns our executive team’s contributions with our long-term interests and allows our executive team to participate in any future appreciation in the company’s stock. We believe that option grants also serve as an effective retention tool due to vesting requirements that are based on continued service with us and help create an ownership culture. Our option grants typically include an early exercise feature that allows the holder of the option to exercise and receive unvested shares of our Class B common stock, generally in an attempt to have gains on the shares be taxed at long-term capital gain rates rather than ordinary income rates. Several of our executive officers hold unvested shares as a result of early exercising their option grants. In granting options, we customarily considered, among other things, the executive officer’s cash compensation, the need to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value, our financial results, an evaluation of the expected and actual performance of each executive officer, his or her individual contributions and responsibilities, and market conditions.

In 2010, our board of directors did not grant any equity awards to our executive officers. In making this determination, our board of directors, with the assistance of Compensia, reviewed our equity award granting practices and the equity award holdings of our named executive officers and concurred with our management’s recommendation that the then-current equity award holdings of our executive officers, taking into consideration the unvested portion and the value of such awards, appropriately met our retention and incentive goals, and that no additional awards were necessary.

For 2011, we expect our compensation committee to continue this review process to determine whether to approve any equity award grants for our executive officers. No equity award grants have been made to our executive officers in 2011 as of the date of this prospectus.

Other than the limited trading that has occurred on alternative online markets, there has been no public market for shares of our common stock. While we have not yet adopted a formal policy regarding the timing of stock option and other equity grants as a public company, it has been our practice, which we expect to continue, that stock option grants have been granted with an exercise price not less than the fair value of the underlying stock on the date of grant. We also expect that the policy we plan to adopt will provide that our compensation committee will not grant equity awards in anticipation of the release of material nonpublic information. We intend to adopt a formal policy regarding the timing of stock option grants and other equity awards in connection with this offering.

Base Salary

In determining base salaries for 2010, our board of directors considered the overall compensation package of our executive officers and, in particular, the fact that we have assigned greater emphasis on providing compensation in the form of option grants in order to motivate our executive team and foster long-term growth for the benefit of our stockholders. Based on external data provided by our compensation consultant as described above and our greater emphasis on option grants, no adjustments were made to the base salaries of any of our executive officers in 2010 as compared to the prior year.

For 2011, our compensation committee is expected to conduct a review of our executive officers’ base salaries and determine adjustments, if any. However, no decision has been made as of the date of this prospectus.

Cash Bonuses

Our board of directors adopted an annual cash bonus plan for 2010 in order to reward the performance of our executive officers in achieving our financial and strategic objectives, including our member growth and engagement. Under the bonus plan, our board of directors established a target bonus amount (expressed as a percentage of base salary) for each of our executive officers that would become payable upon the achievement of the applicable target performance measures. Given our greater emphasis on providing option grants as the key component of our executive compensation, our board of directors did not adjust the target bonus amounts for our executive officers in 2010 from prior years. Accordingly, our CEO’s target bonus amount remained at 60% of his base salary, and each other executive officer’s target bonus amount remained at 30% of his or her respective base salary.

Under the 2010 bonus plan, 50% of the bonus opportunity was based on the achievement of corporate performance measures and 50% of the bonus opportunity was based on individual performance.

Corporate Performance Measures. For 2010, our board of directors established the following five corporate performance measures, which are further described in “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” beginning on page 43:

•

registered members;

•

unique visitors;

•

page views;

•

revenue; and

•

adjusted EBITDA margin.

The operational measures (registered members, unique users and page views) are based on member growth and engagement, which our board of directors believes is key to our long-term success. In addition, our financial measures (revenue and adjusted EBITDA margin) are important indicators of our ability to monetize our solutions and achieve profitability. Each of these corporate performance measures was given equal weight based on our belief that each was critical to our strategic goals for 2010.

At the time the corporate performance measures were set, our board of directors believed that the corporate performance measures were challenging and aggressive. For example, we would have had to exceed our historical annual revenue, and, at the target level, we would have had to achieve an exceptional year-over-year increase in our annual revenue. Our board of directors believed that the achievement of the corporate performance measures at the target levels would require extraordinary efforts, excellent leadership, effective leveraging of our competencies and a clear focus on driving results throughout the year.

Individual Performance Measures and 2010 Bonus Decisions. We operate in a new and rapidly evolving market, which requires strong leadership and management capabilities. Necessarily, we expect a high level of performance from each of our executive officers in carrying out their respective responsibilities to achieve results effectively. As a result, each executive officer is expected to be evaluated based on his or her overall performance, including demonstration of our values, as guided by our culture as described above. Our CEO evaluates each executive officer’s individual performance (other than his own performance, which, for purposes of determining 2010 bonus, will be evaluated by our compensation committee, with input from our board of directors, in early 2011) and, for purposes of determining 2010 bonus, will make his recommendation to our compensation committee. Our compensation committee will consider our CEO’s recommendation and approve the final bonus amounts, subject to any adjustments as it deems appropriate. Bonuses to be paid to our executive officers under the bonus plan have not yet been determined as of the date of this prospectus but are expected to be determined in early 2011.

2011 Bonus Plan. For 2011, our compensation committee will evaluate and determine whether to adopt a cash incentive plan for executives, including determining any corporate and individual performance objectives.

Retirement and Other Benefits

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our executive officers are entitled to participate in the same employee benefit plans, and on the same terms and conditions, as all other U.S. full-time employees.

Post-Employment Compensation

The initial terms and conditions of employment for each of our named executive officers are set forth in written offer letters. For a summary of the material terms and conditions of these offer letters, see “—Offer Letter Agreements” below.

In hiring our executive officers, we recognized that it would be necessary to recruit candidates from outside our company with the requisite experience and skills. Accordingly, we sought to develop competitive compensation packages to attract qualified candidates who could fill our most critical positions. At the same time, we were sensitive to the need to integrate new executive officers into our existing executive compensation structure, balancing both competitive and internal equity considerations.

The offer letters that we extended to our named executive officers also provide for certain protection in the event of their termination of employment under specified circumstances, including following a change in control. We believe that these protections were necessary to induce these individuals to forego other opportunities or leave their current employment for the uncertainty of a demanding position in a new and unfamiliar organization and also help from a retention standpoint. We also believe that entering into these arrangements will help our executives maintain continued focus and dedication to their responsibilities to help maximize stockholder value if there is a potential transaction that could involve a change in control of our company.

For a summary of the material terms and conditions of these severance and change in control arrangements, see “—Potential Payments Upon Termination and Upon Termination Following Change in Control.”

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Code limits the amount that we may deduct from our federal income taxes for remuneration paid to our executive officers to one million dollars per executive officer per year, unless certain requirements are met. Section 162(m) provides an exception from this deduction limitation for certain forms of “performance-based compensation,” as well as for the gain recognized by executive officers upon the exercise of qualifying compensatory stock options. While our compensation committee is mindful of the benefit to us of the full deductibility of compensation, our compensation committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, our compensation committee has not adopted a policy that requires that all compensation be deductible. Our compensation committee intends to continue to compensate our executive officers in a manner consistent with the best interests of LinkedIn and our stockholders.

Taxation of “Parachute” Payments and Deferred Compensation

We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during 2010, and we have not agreed and are not otherwise obligated to provide any named executive officers with such a “gross-up” or other reimbursement. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and that the company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet the requirements of Section 409A of the Code.

Accounting Treatment

Authoritative accounting guidance on stock compensation requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. Authoritative accounting guidance also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

2010 Summary Compensation Table

The following table summarizes the compensation that we paid to or earned by our Chief Executive Officer, our Chief Financial Officer and each of our three other most highly compensated executive officers during the year ended December 31, 2010. We refer to these executive officers in this prospectus as our named executive officers.


Name and Principal Position	Year		Salary ($)		Non-Equity Incentive Plan Compensation ($)⁽¹⁾		All Other Compensation ($)			Total ($) ⁽²⁾
Jeffrey Weiner Chief Executive Officer		2010		250,000		211,055		1,242	⁽³⁾		462,297
Steven Sordello Senior Vice President and Chief Financial Officer		2010		240,000		101,306		1,201	⁽⁴⁾		342,507
David Henke Senior Vice President, Operations and Engineering		2010		230,000		97,085		1,826	⁽⁵⁾		328,911
Dipchand “Deep” Nishar Senior Vice President, Products and User Experience		2010		230,000		97,085		1,160	⁽⁶⁾		328,245
Erika Rottenberg Vice President, General Counsel and Secretary		2010		225,000		94,975		1,390	⁽⁷⁾		321,365

(1)

The amounts included in the “Non-Equity Incentive Plan Compensation” column represent the estimated amounts earned and payable under the 2010 Executive Bonus Compensation Plan. As of the date of this prospectus, we are unable to definitively calculate the amount of these payments; we anticipate that the actual amounts of these payments will be determined by the end of February 2011.

(2)

Includes the estimated bonus amounts listed in the “Non-Equity Incentive Plan Compensation” column.

(3)

Includes short-term disability payments in the amount of $317, long-term disability premiums in the amount of $365 and group term life insurance premiums in the amount of $560.

(4)

Includes short-term disability premiums in the amount of $307, long-term disability premiums in the amount of $358 and group term life insurance premiums in the amount of $536.

(5)

Includes short-term disability premiums in the amount of $298, long-term disability premiums in the amount of $350 and group term life insurance premiums in the amount of $1,178.

(6)

Includes short-term disability premiums in the amount of $298, long-term disability premiums in the amount of $350 and group term life insurance premiums in the amount of $512.

(7)

Includes short-term disability payments in the amount of $293, long-term disability premiums in the amount of $347 and group term life insurance premiums in the amount of $750.

Grants of Plan-Based Awards in 2010

The following table provides information regarding grants of non-equity incentive plan-based awards made during the year ended December 31, 2010, to each of our named executive officers.


	Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)⁽¹⁾
Name	Threshold		Target		Maximum
Jeffrey Weiner		75,000		150,000		225,000
Steven Sordello		36,000		72,000		108,000
David Henke		34,500		69,000		103,500
Dipchand “Deep” Nishar		34,500		69,000		103,500
Erika Rottenberg		33,750		67,500		101,250

100

(1)

Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column relate to amounts payable under our 2010 Executive Bonus Compensation Plan. The threshold column assumes the achievement of either of the corporate or individual performance components at the threshold level. The maximum column assumes the maximum achievement for both of the corporate and individual performance components at the maximum level. The target column assumes the maximum achievement for both of the corporate and individual performance components at the target level. Once finalized, the actual amounts to be paid to our named executive officers will be set forth in the “2010 Summary Compensation Table” above.

Outstanding Equity Awards at 2010 Fiscal Year-End

The following table shows grants of stock options outstanding on December 31, 2010, the last day of our fiscal year, to each of our named executive officers.


	Option Awards ⁽¹⁾
Name	Date of Grant			Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Exercised Options That Have Not Vested(#)		Option Exercise Price Per Share ($)		Option Expiration Date
Jeffrey Weiner		2/24/2009	⁽²⁾		3,521,237		—		2.32		2/24/2019
Steven Sordello		8/15/2007	⁽³⁾		—		105,502		0.46		8/15/2017
		9/27/2007	⁽⁴⁾		—		22,720		0.60		9/27/2017
		8/25/2009	⁽⁵⁾		—		66,666		2.32		8/25/2019
		8/25/2009	⁽⁶⁾		100,000		—		2.32		8/25/2019
David Henke		11/5/2009	⁽⁷⁾		850,000		—		3.50		11/5/2019
Dipchand “Deep” Nishar		2/24/2009	⁽⁸⁾		456,725		—		2.32		2/24/2019
		11/5/2009	⁽⁹⁾		70,000		—		3.50		11/5/2019
		11/5/2009	⁽¹⁰⁾		120,000		—		3.50		11/5/2019
Erika Rottenberg		8/28/2008	⁽¹¹⁾		—		125,000		2.32		8/28/2018
		8/25/2009	⁽¹²⁾		26,725		6,608		2.32		8/25/2019
		8/25/2009	⁽¹³⁾		75,000		—		2.32		8/25/2019

(1)

Options to purchase shares of our capital stock included in this table are early exercisable, and to the extent such shares are unvested as of a given date, such shares will remain subject to a right of repurchase held by us.

(2)

1/48^th of the total number of shares subject to the option shall vest monthly starting December 15, 2008, subject to Mr. Weiner’s continued service to us on each such vesting date, of which 1,598,982 shares are vested as of December 31, 2010.

(3)

1/4^th of the total number of shares issued pursuant to the exercise of the option became vested on July 23, 2008 and the remaining shares subject to the option shall vest at a rate of 1/48^th of the total number of shares subject to the option each month thereafter, subject to Mr. Sordello’s continued service to us on each such vesting date, of which all shares have been exercised as of December 31, 2010.

(4)

1/4^th of the total number of shares issued pursuant to the exercise of the option became vested on January 1, 2009 and the remaining shares subject to the option shall vest at a rate of 1/48^th of the total number of shares subject to the option each month thereafter, subject to Mr. Sordello’s continued service to us on each such vesting date, of which all shares have been exercised as of December 31, 2010.

(5)

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the option each month thereafter, subject to Mr. Sordello’s continued service to us on each such vesting date, of which all shares have been exercised as of December 31, 2010.

(6)

1/24^th of the total number of shares subject to the option shall vest monthly starting August 21, 2011, subject to Mr. Sordello’s continued service to us on each such vesting date, of which no shares are vested as of December 31, 2010.

(7)

1/4^th of the total number of shares subject to the option became vested on November 4, 2010 and the remaining shares subject to the option vest at a rate of 1/48^th of the total number of shares subject to the option each month thereafter, subject to Mr. Henke’s continued service to us on each such vesting date, of which 230,209 shares are vested as of December 31, 2010.

(8)

1/4^th of the total number of shares subject to the option became vested on January 5, 2010 and the remaining shares subject to the option vest at a rate of 1/48^th of the total number of shares subject to the option each month thereafter, subject to Mr. Nishar’s continued service to us on each such vesting date, of which 50,476 shares are vested as of December 31, 2010.

(9)

1/4^th of the total number of shares subject to the option became vested on November 5, 2010 and the remaining shares subject to the option vest at a rate of 1/48^th of the total number of shares subject to the option each month thereafter, subject to Mr. Nishar’s continued service to us on each such vesting date, of which 18,958 shares are vested as of December 31, 2010.

(10)

1/12^th of the total number of shares subject to the option shall vest monthly starting November 5, 2012, subject to Mr. Nishar’s continued service to us on each such vesting date, of which no shares are vested as of December 31, 2010.

(11)

1/4^th of the total number of shares subject to the option became vested on August 1, 2009 and the remaining shares subject to the option vest at a rate of 1/48^th of the total number of shares subject to the option each month thereafter, subject to Ms. Rottenberg’s continued service to us on each such vesting date, of which all shares have been exercised as of December 31, 2010. This option was repriced to have an exercise price per share of $2.32 on February 24, 2009 the fair value of our common stock on the date of repricing.

(12)

1/4^th of the total number of shares subject to the option became vested on August 21, 2010 and the remaining shares subject to the option vest at a rate of 1/48^th of the total number of shares subject to the option each month thereafter, subject to Ms. Rottenberg’s continued service to us on each such vesting date, of which 16,666 shares are vested as of December 31, 2010.

(13)

1/12^th of the total number of shares subject to the option shall vest monthly starting August 21, 2012, subject to Ms. Rottenberg’s continued service to us on each such vesting date, of which no shares are vested as of December 31, 2010.

Option Exercises and Stock Vested in 2010

The following table shows information regarding options that were exercised by our named executive officers during the year ended December 31, 2010. None of our named executive officers held any stock awards during the year ended December 31, 2010.


	Option Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)
Jeffrey Weiner		—		—
Steven Sordello		100,000		118,000	⁽¹⁾
David Henke		—		—
Dipchand “Deep” Nishar		—		—
Erika Rottenberg		23,275		27,465	⁽¹⁾

(1)

The aggregate dollar amount realized upon the exercise of the options represents the amount by which (x) the aggregate market price of the shares of our common stock on the date of exercise, as calculated by using a per share fair value of $3.50, which is the fair value as determined by our board of directors as of the date of grant, exceeds (y) the aggregate exercise price of the option, as calculated using a per share exercise price of $2.32.

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Pension Benefits

We do not offer any defined benefit pension plans.

Nonqualified Deferred Compensation

We do not offer any nonqualified deferred compensation plans.

Offer Letter Agreements

Jeffrey Weiner

We entered into an offer letter agreement with Jeffrey Weiner, our Chief Executive Officer, dated September 9, 2009, which superseded and replaced an offer letter agreement dated December 17, 2008. This offer letter was amended in January 2011 to reflect certain changes to ensure compliance with Section 409A of the Code. The offer letter agreement has no specific term and constitutes at-will employment. Mr. Weiner’s current annual base salary is $250,000, and he is eligible to earn bonus compensation under our executive bonus compensation plan. In connection with Mr. Weiner’s commencement of employment, he was initially granted an option to purchase 3,844,512 shares of our Class B common stock at an exercise price per share of $2.32, which was equal to the fair value of our Class B common stock on the date this option was granted, as determined by our board of directors. The offer letter agreement provides for full acceleration of the shares subject to all options granted to Mr. Weiner in the event Mr. Weiner is either involuntarily terminated without cause or is constructively terminated, each within 12 months following a change in control. The offer letter agreement also provides that if Mr. Weiner is involuntarily terminated either without cause or is constructively terminated, other than in connection with a change in control, Mr. Weiner will be entitled to receive his base salary for six months, reimbursement for payments for continuing health coverage for six months, and continued vesting of the shares under Mr. Weiner’s options for three months following such termination.

Steven Sordello

We entered into an offer letter agreement with Steven Sordello, our Senior Vice President and Chief Financial Officer, dated June 14, 2007. The offer letter agreement has no specific term and constitutes at-will employment. Mr. Sordello’s current annual base salary is $240,000, and he is eligible to receive bonus compensation under our executive bonus compensation plan. In connection with Mr. Sordello’s commencement of employment, he was initially granted an option to purchase 723,436 shares of our Class B common stock at an exercise price per share of $0.4567, which was equal to the fair value of our Class B common stock on the date this option was granted, as determined by our board of directors. The offer letter agreement provides for full acceleration of the shares subject to all options granted to Mr. Sordello in the event Mr. Sordello is either involuntarily terminated without cause or is constructively terminated, each within 12 months following a change in control.

David Henke

We entered into an offer letter agreement with David Henke, our Senior Vice President, Operations and Engineering, dated October 28, 2009. The offer letter agreement has no specific term and constitutes at-will employment. Mr. Henke’s current annual base salary is $230,000, and he is eligible to earn bonus compensation under our executive bonus compensation plan. In connection with Mr. Henke’s commencement of employment, he was initially granted an option to purchase 850,000 shares of our Class B common stock at an exercise price per share of $3.50, which was equal to the fair value of our Class B common stock on the date this option was granted, as determined by our board of directors. The offer letter agreement provides for acceleration of 50% of the shares subject to all options granted to Mr. Henke in the event Mr. Henke is either involuntarily terminated without cause or is constructively terminated, each within 12 months following a change in control.

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Dipchand “Deep” Nishar

We entered into an offer letter agreement with Dipchand “Deep” Nishar, our Senior Vice President, Products and User Experience, dated November 17, 2008. The offer letter agreement has no specific term and constitutes at-will employment. Mr. Nishar’s current annual base salary is $230,000, and he is eligible to earn bonus compensation under our executive bonus compensation plan. In connection with Mr. Nishar’s commencement of employment, he was initially granted an option to purchase 780,000 shares of our Class B common stock at an exercise price per share of $2.32, which was equal to the fair value of our Class B common stock on the date this option was granted, as determined by our board of directors. The offer letter agreement provides for acceleration of 50% of the shares subject to all options granted to Mr. Nishar in the event Mr. Nishar is either involuntarily terminated without cause or is constructively terminated, each within 12 months following a change in control.

Erika Rottenberg

We entered into an offer letter agreement with Erika Rottenberg, our Vice President, General Counsel and Corporate Secretary, dated May 22, 2008. The offer letter agreement has no specific term and constitutes at-will employment. Ms. Rottenberg’s current annual base salary is $225,000, and she is eligible to earn bonus compensation under our executive bonus compensation plan. In connection with Ms. Rottenberg’s commencement of employment, she was initially granted an option to purchase 300,000 shares of our Class B common stock at an exercise price per share of $5.56, which was equal to the fair value of our Class B common stock on the date this option was granted, as determined by our board of directors, and the exercise price of this option was repriced to $2.32 per share in February 2009. The offer letter agreement provides for full acceleration of the shares subject to all options granted to Ms. Rottenberg in the event Ms. Rottenberg is either involuntarily terminated without cause or is constructively terminated, each within 12 months following a change in control.

Potential Payments Upon Termination and Upon Termination Following Change in Control

Potential Payments Upon Termination Apart From a Change in Control

The following table sets forth quantitative estimates of the benefits that would have accrued to Jeffrey Weiner if his employment had been terminated by us without cause or was constructively terminated on December 31, 2010, pursuant to Mr. Weiner’s offer letter agreement described above under “—Offer Letter Agreements.” No other named executive officer was eligible for benefits during 2010 in the event of termination of employment, other than in connection with a change in control.


Name	Salary Continuation		Value of Accelerated Equity Awards ⁽¹⁾		Value of Continued Health Care Coverage Premiums		Total
Jeffrey Weiner ⁽²⁾	$	125,000	$	2,917,024	$	9,188	$	3,051,212

(1)

Amounts indicated in the table are calculated as the difference between the fair value of a share of Class B common stock underlying the option subject to accelerated vesting on December 31, 2010 and the exercise price of the option, multiplied by the number of unvested shares. The fair value of a share of Class B common stock on December 31, 2010 was $14.46. Assuming the fair value per share was $ , which is the midpoint of the range reflected on the cover page of this prospectus, the value of accelerated equity awards would be $ .

(2)

As of December 31, 2010, 240,282 shares of Class B common stock subject to Mr. Weiner’s option would accelerate if he were terminated without cause or was constructively terminated, which is the number of shares that would have vested in the three month following such termination.

Potential Payments Upon Termination Following a Change in Control

The following table sets forth quantitative estimates of the benefits that would have accrued to our named executive officers pursuant to each of their offer letter agreements described above under “—Offer Letter

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Agreements” if their employment had been terminated by us without cause or if they experienced a constructive termination, each within 12 months following a change in control consummating on December 31, 2010.


Name	Value of Accelerated Options ⁽¹⁾
Jeffrey Weiner ⁽²⁾	$	23,336,176
Steven Sordello ⁽³⁾		3,815,253
David Henke ⁽⁴⁾		3,396,455
Dipchand “Deep” Nishar ⁽⁵⁾		3,403,242
Erika Rottenberg ⁽⁶⁾		2,832,663

(1)

Amounts indicated in the table are calculated as the difference between the fair value of a share of Class B common stock underlying the options subject to accelerated vesting on December 31, 2010 and the exercise price of these options, multiplied by the number of unvested shares. The fair value of a share of Class B common stock on December 31, 2010 was $14.46.

(2)

As of December 31, 2010, 1,922,255 shares of Class B common stock subject to Mr. Weiner’s options would accelerate if he were either terminated without cause or constructively terminated, each within 12 months following a change in control, which is 100% of the shares subject to the option granted to Mr. Weiner that were unvested as of December 31, 2010. Assuming the fair value per share was $ , which is the midpoint of the range reflected on the cover page of this prospectus, the value of accelerated equity awards would be $ .

(3)

As of December 31, 2010, 294,888 shares of Class B common stock subject to Mr. Sordello’s options would accelerate if he were either terminated without cause or constructively terminated, each within 12 months following a change in control, which is 100% of the shares subject to the options granted to Mr. Sordello that were unvested as of December 31, 2010. Assuming the fair value per share was $ , which is the midpoint of the range reflected on the cover page of this prospectus, the value of accelerated equity awards would be $ .

(4)

As of December 31, 2010, 309,896 shares of Class B common stock subject to Mr. Henke’s options would accelerate if he were either terminated without cause or constructively terminated within 12 months following a change in control, which is 50% of the shares subject to the option granted to Mr. Henke that were unvested as of December 31, 2010. Assuming the fair value per share was $ , which is the midpoint of the range reflected on the cover page of this prospectus, the value of accelerated equity awards would be $ .

(5)

As of December 31, 2010, 288,646 shares of Class B common stock subject to Mr. Nishar’s options would accelerate if he were either terminated without cause or constructively terminated, each within 12 months following a change in control, which is 50% of the shares subject to the options granted to Mr. Nishar that were unvested as of December 31, 2010. Assuming the fair value per share was $ , which is the midpoint of the range reflected on the cover page of this prospectus, the value of accelerated equity awards would be $ .

(6)

As of December 31, 2010, 233,333 shares of Class B common stock subject to Ms. Rottenberg’s options would accelerate if she were either terminated without cause or constructively terminated, each within 12 months following a change in control, which is 100% of the shares subject to the options granted to Ms. Rottenberg that were unvested as of December 31, 2010. Assuming the fair value per share was $ , which is the midpoint of the range reflected on the cover page of this prospectus, the value of accelerated equity awards would be $ .

Proprietary Information and Inventions Agreements

Our employees have entered into a standard form agreement with respect to proprietary information and inventions. Among other things, this agreement requires employees, including executive officers, to refrain from disclosing any of our proprietary information and assigns to us all inventions conceived or developed during the course of employment.

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Employee Benefit and Stock Plans

2011 Equity Incentive Plan

We expect that our board of directors and our stockholders will adopt and approve our 2011 Equity Incentive Plan, or our 2011 Plan, prior to the completion of this offering. Subject to stockholder approval, we do not expect to utilize our 2011 Plan until after the completion of this offering. Our 2011 Plan provides for the grant of incentive stock options, or ISOs, within the meaning of Code Section 422, to our employees and any of our parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to our employees, directors and consultants.

Authorized Shares. The maximum aggregate number of shares that may be issued under our 2011 Plan is shares of our Class A common stock, plus (i) any shares that, as of the completion of this offering, have been reserved but not issued pursuant to any awards granted under our Amended and Restated 2003 Stock Incentive Plan, or our 2003 Plan, and are not subject to any awards granted thereunder and (ii) any shares subject to stock options or similar awards granted under our 2003 Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under our 2003 Plan that are forfeited to or repurchased by us, with the maximum number of shares to be added to our 2011 Plan pursuant to clauses (i) and

(ii) above equal to shares. Any such shares under clauses (i) and (ii) above that had covered awards under our 2003 Plan as shares of Class B common stock will, under our 2011 Plan, become issuable instead as Class A common stock on a one-for-one basis. In addition, the number of shares available for issuance under our 2011 Plan will be annually increased on the first day of each of our fiscal years beginning in 2012, by an amount equal to the least of:

•

shares;

•

% of the outstanding shares of our common stock as of the last day of our immediately preceding fiscal year; or

•

such other amount as our board of directors may determine.

Shares may be authorized, but unissued, or reacquired common stock. Shares issued pursuant to awards under our 2011 Plan that we repurchase or that are forfeited, as well as shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award, will become available for future grant under our 2011 Plan. In addition, to the extent that an award is paid out in cash rather than shares, such cash payment will not reduce the number of shares available for issuance under our 2011 Plan.

Plan Administration. Our 2011 Plan will be administered by our compensation committee and/or one or more additional committees. Subject to the provisions of our 2011 Plan, the administrator has the power to determine the terms of awards, including the recipients, the exercise price, if any, the number of shares subject to each award, the fair value of a share of our common stock, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form of consideration, if any, payable upon exercise of the award and the terms of the award agreement for use under our 2011 Plan.

Merger or Change in Control. Our 2011 Plan will provide that in the event of a merger or change in control, as defined under our 2011 Plan, each outstanding award will be treated as the administrator determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on such award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels and such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time. If the service of an outside director is

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terminated on or following a change of control, other than pursuant to a voluntary resignation, his or her awards will vest fully and become immediately exercisable and all performance goals or other vesting requirements will be deemed achieved at 100% of target levels.

Plan Amendment, Termination. Our board of directors has the authority to amend, suspend or terminate our 2011 Plan provided such action does not impair the existing rights of any participant. Our 2011 Plan will automatically terminate in 2021, unless we terminate it sooner.

Amended and Restated 2003 Stock Incentive Plan

Our board of directors adopted the Amended and Restated 2003 Stock Incentive Plan, or our 2003 Plan, in December 2003, and our stockholders approved our 2003 Plan in September 2004. Our 2003 Plan was amended and restated most recently in September 2010. An aggregate of 34,814,756 shares of our Class B common stock is reserved for issuance under our 2003 Plan. Our 2003 Plan allows for the grant of ISOs, NSOs and stock purchase rights.

As of December 31, 2010, options to purchase 15,202,015 shares of our Class B common stock at a weighted-average exercise price per share of $3.97 remained outstanding under our 2003 Plan. As of December 31, 2010, options to purchase 952,873 shares of our Class B common stock remained available for future issuance pursuant to awards granted under our 2003 Plan.

Our board of directors, or a committee thereof appointed by our board of directors, has the authority to administer our 2003 Plan and the awards granted under it. Following the completion of this offering, no further awards will be granted under our 2003 Plan, and all outstanding awards will continue to be governed by their existing terms. The plan administrator has the power to modify, extend or assume outstanding options under our 2003 Plan.

In the event of a dissolution or liquidation of our company, or a merger or change in control, then, to the extent permitted by applicable law, the administrator may provide for the continuation, assumption substitution, or cancellation of our 2003 Plan and such outstanding awards, provided that if such awards would be canceled in accordance with the foregoing, the participant shall have the right, exercisable during the later of the 10-day period ending on the fifth day prior to such merger or consolidation or 10 days after the administrator provides the award holder a notice of cancellation, to exercise the vested portion of such awards in whole or in part, or, if provided for by the administrator using its sole discretion in a notice of cancellation, to exercise such awards in whole or in part without regard to any vesting provisions in the award agreement.

We intend to file with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under our 2011 Plan and 2003 Plan.

401(k) Plan

We maintain a tax-qualified 401(k) retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. Under our 401(k) plan, employees may elect to defer up to 75% of their eligible compensation subject to applicable annual limits set pursuant to the Code. Effective as of January 1, 2011, we match any contributions made by our employees, including executive officers, up to 1.5% of an employee’s total annual compensation (not to exceed 50% of the employee’s maximum deferral amount allowed by the Internal Revenue Service). We intend for the 401(k) plan to qualify, depending on the employee’s election, under Code Section 401 so that contributions by employees to the 401(k) plan, and income earned on those contributions, are not taxable to employees until withdrawn from the 401(k) plan, or under Code Section 402A so that contributions by employees to the 401(k) plan are taxable as income, but qualifying withdrawals and income earned on those contributions are not taxable to employees.

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Limitation on Liability and Indemnification Matters

Our amended and restated certificate of incorporation and amended and restated bylaws, each to be effective upon the completion of this offering, will provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law, which prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:

•

any breach of the director’s duty of loyalty to us or to our stockholders;

•

acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

•

unlawful payment of dividends or unlawful stock repurchases or redemptions; and

•

any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our amended and restated bylaws, we will also be empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into indemnification agreements with each of our current directors and executive officers. These agreements provide for the indemnification of our directors and executive officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Other than compensation arrangements, we describe below transactions and series of similar transactions, during our last three fiscal years, to which we were a party or will be a party, in which:

•

the amounts involved exceeded or will exceed $120,000; and

•

any of our directors, executive officers or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Compensation arrangements for our directors and named executive officers are described elsewhere in this prospectus.

Series D Preferred Stock Transaction

From June 2008 through September 2008, we sold an aggregate of 6,599,987 shares of our Series D preferred stock at a purchase price per share of $11.47, for an aggregate purchase price of $75,701,851. The following table summarizes purchases of our Series D preferred stock by persons who hold more than 5% of our outstanding capital stock:


Name of Stockholder	Shares of Series D Preferred Stock		Total Purchase Price
Entities affiliated with Bessemer Venture Partners⁽¹⁾		322,741	$	3,701,839
Entities affiliated with Sequoia Capital⁽²⁾		87,184	$	1,000,000
Entities affiliated with Greylock Partners⁽³⁾		87,184	$	1,000,000

(1)

Affiliates of Bessemer Venture Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information include Bessemer Venture Partners VI L.P., Bessemer Venture Partners Co-Investment L.P. and Bessemer Venture Partners VI Institutional L.P.

(2)

Affiliates of Sequoia Capital holding our securities whose shares are aggregated for purposes of reporting share ownership information include Sequoia Capital XI, Sequoia Capital XI Principals Fund and Sequoia Technology Partners XI. Michael Moritz, a member of our board of directors, is a Partner at Sequoia Capital.

(3)

Affiliates of Greylock Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information include Greylock XI Limited Partnership, Greylock XI Principals LLC and Greylock XI-A Limited Partnership. David Sze, a member of our board of directors, is a Partner at Greylock Partners.

Investors’ Rights Agreement

We are party to an investors’ rights agreement which provides that holders of our convertible preferred stock, including certain holders of 5% of our capital stock and entities affiliated with certain of our directors, have certain registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. For a more detailed description of these registration rights, see “Description of Capital Stock—Registration Rights.”

Membership Units Purchase Agreement

On June 13, 2008, we entered into a membership units purchase agreement with Reid Hoffman, a member of our board of directors and our President at the time, to purchase the membership units owned by him in Degrees of Connection LLC, or Degrees LLC, a company that is the sole owner of a patent and certain related technology and intellectual property rights. Mr. Hoffman owned 50% of the membership units of Degrees LLC,

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and we purchased his entire interest in Degrees LLC for approximately $628,000. We and the other owner of Degrees LLC have a non-exclusive license to the patent owned by Degrees LLC, which we have held since 2003. If, at a future date, (i) we acquire sole ownership of the patent owned by Degrees LLC and (ii) we sell the patent or are acquired by a third party, we must pay Mr. Hoffman an additional amount of cash equal to 80% of the aggregate sales price of the patent or the portion of the sales price of our company attributable to the patent, reduced by the aggregate purchase price of our membership units of Degrees LLC and the amount paid by us to acquire the patent owned by Degrees LLC.

Share Repurchase

On July 1, 2008, we repurchased 575,000 shares of our common stock from our former Chief Technology Officer at a price of $5.56 per share. The purchase price per share was the fair value as determined by our board of directors at the time of the repurchase.

Severance Agreement with Former Executive

On December 17, 2008, we entered into a separation and transition agreement with Daniel Nye, our former Chief Executive Officer. His last day of employment with us was February 28, 2009. In consideration for his release of all claims, Mr. Nye received $253,104, which represented payments of his base salary and monthly bonuses through August 2009 and a performance bonus. In addition, Mr. Nye’s shares continued to vest for six months, representing an additional 531,942 shares of common stock.

Loans to Executive Officers

Jeffrey Weiner

We entered into an option exercise and repurchase agreement with Jeffrey Weiner, our Chief Executive Officer, on May 29, 2009. Under this agreement, we loaned Mr. Weiner $749,998 for the purchase price of 323,275 shares of our common stock issued pursuant to the exercise of an option held by Mr. Weiner. This loan bore interest at the rate per annum of 2.05%, compounded annually. This loan was repaid in full by Mr. Weiner in January 2011.

Steven Sordello

We entered into stock purchase and pledgeholder agreements with Steven Sordello, our Senior Vice President and Chief Financial Officer, on October 18, 2007 and September 10, 2007, and an option exercise and repurchase agreement on January 8, 2010. Under these agreements, we loaned Mr. Sordello $24,335, $164,393 and $232,000, respectively, on such dates, for the purchase price of 40,558, 359,959 and 100,000 shares of our common stock, respectively, issued pursuant to the exercise of options held by Mr. Sordello. These loans bore interest at the rate per annum of 4.35%, 4.79% and 2.45%, respectively, compounded annually. These loans were repaid in full by Mr. Sordello in January 2011.

Dipchand “Deep” Nishar

We entered into an option exercise and repurchase agreement with Dipchand “Deep” Nishar, our Senior Vice President, Products and User Experience, on May 28, 2009. Under this agreement, we loaned Mr. Nishar $749,998 for the purchase price of 323,275 shares of our common stock issued pursuant to the exercise of options held by Mr. Nishar. This loan bore interest at the rate per annum of 2.05%, compounded annually. This loan was repaid in full by Mr. Nishar in January 2011.

Erika Rottenberg

We entered into option exercise and repurchase agreements with Erika Rottenberg, our Vice President, General Counsel and Secretary, on May 28, 2009 and January 8, 2010. Under these agreements, we loaned Ms. Rottenberg $696,000 and $53,998, respectively, on such dates, for the purchase price of 300,000 and

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23,275 shares of our common stock, respectively, issued pursuant to the exercise of options held by Ms. Rottenberg. These loans bore interest at the rate per annum of 2.05% and 2.45%, respectively, compounded annually. These loans were repaid in full by Ms. Rottenberg in January 2011.

Stock Option Repricing

In February 2009, our board of directors approved a common stock option repricing program whereby previously granted and unexercised options held by current employees with exercise prices above $2.32 per share were repriced on a one-for-one basis to $2.32 per share, which represented the per share fair value of our common stock as of the date of the repricing. There were no modifications to the vesting schedules of the previously issued options. As a result, 2,429,750 unexercised options originally granted to purchase common stock at prices ranging from $2.50 to 5.56 per share were repriced under this program.

Compensation Arrangements, Stock Option Grants and Indemnification for Executive Officers and Directors

We have entered into offer letter agreements with our named executive officers that, among other things, provides for certain change in control benefits, as well as severance benefits for our Chief Executive Officer. For a description of these agreements, see “Executive Compensation—Compensation Discussion and Analysis—Offer Letter Agreements.”

We have entered into agreements with our executive officers regarding cash bonuses. For a description of these bonuses, see “Executive Compensation—Compensation Discussion and Analysis” and “Executive Compensation—Grants of Plan-Based Awards in 2010.”

We have granted stock options to our executive officers and certain of our directors. For a description of these options, see “Executive Compensation—Outstanding Equity Awards at 2010 Fiscal Year-End” and “Management—Non-Employee Director Compensation.”

We have entered into indemnification agreements with each of our current directors, executive officers and certain employees before the completion of this offering. See “Executive Compensation—Limitation on Liability and Indemnification Matters.”

Other than as described above under this section “Certain Relationships and Related Person Transactions,” since January 1, 2008, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s length dealings with unrelated third parties.

Policies and Procedures for Related Person Transactions

We plan to adopt a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the prior consent of our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. All of the transactions described above were entered into after presentation, consideration and approval by our board of directors.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth, as of January 19, 2011, information regarding beneficial ownership of our capital stock by:

•

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Class A common stock or Class B common stock;

•

each of our named executive officers;

•

each of our directors;

•

all of our named executive officers and directors as a group; and

•

each of the selling stockholders.

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable or exercisable within 60 days of January 19, 2011. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of Class B common stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose.

Our calculation of the percentage of beneficial ownership prior to this offering is based on no shares of our Class A common stock and 89,119,452 shares of our Class B common stock (including preferred stock on an as converted basis) outstanding as of January 19, 2011. We have based our calculation of the percentage of beneficial ownership after this offering on shares of our Class A common stock and 89,119,452 shares of our Class B common stock outstanding immediately after the completion of this offering (assuming no exercise of the underwriters’ over-allotment option).

Common stock subject to stock options currently exercisable or exercisable within 60 days of January 19, 2011, are deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person.

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Unless otherwise noted below, the address for each of the stockholders in the table below is c/o LinkedIn Corporation, 2029 Stierlin Court, Mountain View, CA 94043.


	Shares Beneficially Owned Prior to this Offering+				Number of Shares Being Offered	Shares Beneficially Owned After this Offering+		% of Total Voting Power After this Offering
Name of Beneficial Owner	Shares		%		Number of Shares Being Offered	Shares	%	% of Total Voting Power After this Offering
5% Stockholders:
Reid Hoffman and Michelle Yee, Trustees of the Reid Hoffman and Michelle Yee Living Trust dated October 27, 2009 ⁽¹⁾		19,066,032		21.4
Entities affiliated with Sequoia Capital ⁽²⁾		16,840,309		18.9
Entities affiliated with Greylock Partners ⁽³⁾		14,047,978		15.8
Entities affiliated with Bessemer Venture Partners ⁽⁴⁾		4,578,253		5.1

Named Executive Officers and Directors:
Jeffrey Weiner ⁽⁵⁾		3,844,512		4.1
Steven Sordello ⁽⁶⁾		1,007,327		1.1
David Henke ⁽⁷⁾		850,000		*
Dipchand “Deep” Nishar ⁽⁸⁾		970,000		1.1
Erika Rottenberg ⁽⁹⁾		425,000		*
A. George “Skip” Battle ⁽¹⁰⁾		75,000		*
Reid Hoffman ⁽¹¹⁾		19,066,032		21.4
Leslie Kilgore ⁽¹²⁾		60,000		*
Stanley Meresman ⁽¹³⁾		75,000		*
Michael Moritz ⁽¹⁴⁾		16,840,309		18.9
David Sze ⁽¹⁵⁾		14,047,978		15.8
All executive officers and directors as a group (12 persons)⁽¹⁶⁾		57,536,158		61.0

Represents beneficial ownership of less than 1%.

(1)

Reid Hoffman retains sole voting and dispositive power over these shares.

(2)

Consists of (i) 14,775,903 shares held of record by Sequoia Capital XI; (ii) 1,594,240 shares held of record by Sequoia Capital XI Principals Fund; and (iii) 470,166 shares held of record by Sequoia Technology Partners XI. SC XI Management, LLC is the general partner of each of Sequoia Capital XI, Sequoia Capital XI Principals Fund and Sequoia Technology Partners XI (collectively referred to as the “Sequoia Capital Entities”). Michael Moritz, one of our directors, is one of the managing members of SC XI Management, LLC and shares voting and dispositive power over the shares held by the Sequoia Capital Entities. Mr. Moritz disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such funds. The address for these entities is 3000 Sand Hill Road, 4-250, Menlo Park, CA 94025.

(3)

Consists of (i) 12,300,499 shares held of record by Greylock XI Limited Partnership; (ii) 1,404,798 shares held of record by Greylock XI Principals LLC; and (iii) 342,681 shares held of record by Greylock XI-A Limited Partnership. Greylock XI GP Limited Partnership is the general partner of each of Greylock XI Limited Partnership and Greylock XI-A Limited Partnership, and Greylock Management Corporation is the managing member of Greylock XI Principals LLC (collectively referred to as the “Greylock Partners Entities”). David Sze, one of our directors, is one of the

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directors of Greylock Management Corporation and shares voting and dispositive power over the respective shares held by the Greylock Partners Entities. Reid Hoffman, one of our directors, has no voting or dispositive power with respect to the shares held by the Greylock Partners Entities. The address for these entities is 2550 Sand Hill Road, Menlo Park, CA 94025.

(4)

Consists of (i) 3,382,184 shares held of record by Bessemer Venture Partners VI L.P.; (ii) 1,138,842 shares held of record by Bessemer Venture Partners Co-Investment L.P.; and (iii) 57,227 shares held of record by Bessemer Venture Partners VI Institutional L.P. Deer VI & Co. LLC is the general partner of each of Bessemer Venture Partners VI L.P., Bessemer Venture Partners Co-Investment L.P. and Bessemer Venture Partners VI Institutional L.P. (collectively referred to as the “Bessemer Venture Partners Entities”). David J. Cowan, J. Edmund Colloton, Robert M. Stavis, Robin S. Chandra and Robert P. Goodman are the executive managers of Deer VI & Co. LLC and share voting and dispositive power of the shares held by the Bessemer Venture Partners Entities. The address for these entities is 1865 Palmer Avenue, Suite 104, Larchmont, NY 10538.

(5)

Consists of (i) 323,275 shares; and (ii) 3,521,237 shares issuable pursuant to stock options exercisable within 60 days of January 19, 2011, of which 1,679,075 shares are vested and 1,842,162 shares are unvested as of January 19, 2011.

(6)

Consists of (i) 907,327 shares, of which 193,141 may be repurchased by us at the original exercise price; and (ii) 100,000 shares issuable pursuant to stock options exercisable within 60 days of January 19, 2011, of which no shares are vested as of January 19, 2011.

(7)

Consists of 850,000 shares issuable pursuant to stock options exercisable within 60 days of January 19, 2011, of which 247,917 shares are vested and 602,083 shares are unvested as of January 19, 2011.

(8)

Consists of (i) 223,275 shares held of record by Mr. Nishar; (ii) 50,000 shares held of record by Mr. Nishar, as Trustee of the Dipchand V. Nishar 2009 Grantor Retained Annuity Trust dated 12/02/2009; (iii) 50,000 shares held of record by Rashmi D. Nishar, as Trustee of the Rashmi D. Nishar 2009 Grantor Retained Annuity Trust dated 12/02/2009; and (iv) 646,725 shares issuable pursuant to stock options exercisable within 60 days of January 19, 2011, of which 87,142 shares are vested and 559,583 shares are unvested as of January 19, 2011.

(9)

Consists of (i) 323,275 shares, of which 125,358 may be repurchased by us at the original exercise price; and (ii) 101,725 shares issuable pursuant to stock options exercisable within 60 days of January 19, 2011, of which no shares are vested as of January 19, 2011.

(10)

Consists of 75,000 shares, of which 75,000 may be repurchased by us at the original exercise price as of January 19, 2011.

(11)

Consists of 19,066,032 shares held of record by Reid Hoffman and Michelle Yee, Trustees of the Reid Hoffman and Michelle Yee Living Trust dated October 27, 2009, and does not include the shares listed in footnote (3) above, which are held by the Greylock Partners Entities. Reid Hoffman, one of our directors, has no voting or dispositive power with respect to the shares held by the Greylock Partners Entities.

(12)

Consists of 60,000 shares, of which 60,000 may be repurchased by us at the original exercise price as of January 19, 2011.

(13)

Consists of (i) 37,500 shares held of record by Stanley J. Meresman and Sharon A. Meresman, Trustees of the Meresman Family Trust UDT dated September 13, 1989, of which 37,500 shares may be repurchased by us at the original exercise price as of January 19, 2011; and (ii) 37,500 shares held of record by Frank P. Quattrone and Cassie H. Meresman, Trustees of the Cassie H. Meresman Trust dated June 1, 2007, of which 37,500 shares may be repurchased by us at the original exercise price as of January 19, 2011.

(14)

Consists of the shares listed in footnote (2) above, which are held by the Sequoia Capital Entities. Mr. Moritz, one of our directors, is a Partner at Sequoia Capital and shares voting and dispositive power over the shares held by the Sequoia Capital Entities but disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such funds.

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(15)

Consists of the shares listed in footnote (3) above, which are held by the Greylock Partners Entities. Mr. Sze, one of our directors, is a Partner at Greylock Partners and holds shared voting and dispositive power over the shares held by the entities affiliated with the Greylock Partners Entities.

(16)

Includes 5,269,687 shares issuable pursuant to stock options exercisable within 60 days of January 19, 2011, of which 2,014,134 shares are vested and 3,255,553 shares are unvested as of January 19, 2011.

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DESCRIPTION OF CAPITAL STOCK

General

The following descriptions of our capital stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws that will be in effect upon completion of this offering. Copies of these documents will be filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part. The descriptions of the common stock and preferred stock reflect changes to our capital structure that will occur upon the completion of this offering.

Upon the completion of this offering, our amended and restated certificate of incorporation will provide for three classes of common stock: Class A common stock, Class B common stock and common stock. No shares of common stock will be issued or outstanding until the date on which the number of outstanding shares of Class B common stock represents less than 10% of the aggregate combined number of outstanding shares of Class A common stock and Class B common stock, at which time all outstanding shares of Class A common stock and Class B common stock will automatically convert into shares of common stock. In addition, our certificate of incorporation will authorize shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by our board of directors.

Upon the completion of this offering, our authorized capital stock will consist of 2,220,000,000 shares, all with a par value of $0.0001 per share, of which:

•

1,000,000,000 shares are designated as Class A common stock;

•

120,000,000 shares are designated as Class B common stock;

•

1,000,000,000 shares are designated as common stock; and

•

100,000,000 shares are designated as preferred stock.

As of December 31, 2010, we had outstanding 88,955,943 shares of Class B common stock, which assumes the conversion of all outstanding shares of common stock and preferred stock into shares of Class B common stock immediately prior to the completion of this offering. As of December 31, 2010, we had outstanding 45,647,201 shares of preferred stock, all of which will be converted into an equivalent number of shares of Class B common stock immediately prior to the completion of this offering. Our outstanding capital stock was held by 443 stockholders of record as of December 31, 2010. As of December 31, 2010, we also had outstanding options to acquire 15,202,015 shares of common stock held by employees, directors and consultants, all of which will become options to acquire an equivalent number of shares of Class B common stock, immediately prior to the completion of this offering.

Class A and Class B Common Stock

Voting Rights

Holders of our Class A common stock and Class B common stock have identical rights, provided that, except as otherwise expressly provided in our amended and restated certificate of incorporation or required by applicable law, on any matter that is submitted to a vote of our stockholders, holders of Class A common stock are entitled to one vote per share of Class A common stock and holders of Class B common stock are entitled to 10 votes per share of Class B common stock. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, except that there will be a separate vote of our Class A common stock or Class B common stock as a single class in the following circumstances:

•

if we proposed to amend our certificate of incorporation (i) to increase or decrease the par value of the shares of a class of our stock or (ii) to alter or change the powers, preferences or special rights of the shares of a class of our stock so as to affect them adversely;

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•

if we propose to treat the shares of a class of our stock differently with respect to any dividend or distribution of cash, property or shares of our stock paid or distributed by us;

•

if we propose to treat the shares of a class of our stock differently with respect to any subdivision or combination of the shares of a class of our stock; or

•

if we propose to treat the shares of a class of our stock differently in connection with a change of control with respect to any consideration into which the shares are converted or any consideration paid or otherwise distributed to our stockholders.

Upon the completion of this offering, under our amended and restated certificate of incorporation, we may not increase or decrease the authorized number of shares of Class A common stock or Class B common stock without the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class.

Under our amended and restated certificate of incorporation, after the completion of this offering, we may not issue any shares of Class B common stock, other than upon exercise of options, warrants, or similar rights to acquire common stock outstanding immediately prior to the completion of the offering and in connection with stock dividends and similar transactions, unless that issuance is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class B common stock.

We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation.

Economic Rights

Except as otherwise expressly provided in our amended and restated certificate of incorporation or required by applicable law, shares of Class A common stock and Class B common stock will have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters, including, without limitation those described below.

Dividends and Distributions. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of Class A common stock and Class B common stock will be entitled to share equally, identically and ratably, on a per share basis, with respect to any dividend or distribution of cash, property or shares of our capital stock paid or distributed by the Company, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class. In the event a dividend or distribution is paid in the form of shares of Class A common stock or Class B common stock or rights to acquire shares of such stock, the holders of Class A common stock shall receive Class A common stock, or rights to acquire Class A common stock, as the case may be, and the holders of Class B common stock shall receive Class B common stock, or rights to acquire Class B common stock, as the case may be.

Liquidation Rights. Upon our liquidation, dissolution or winding-up, the holders of Class A common stock and Class B common stock will be entitled to share equally, identically and ratably in all assets remaining after the payment of any liabilities and the liquidation preferences and any accrued or declared but unpaid dividends, if any, with respect to any outstanding preferred stock, unless different treatment of the shares of each class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.

Change of Control Transactions. Upon (A) the closing of the sale, transfer or other disposition of all or substantially all of our assets, (B) the consummation of a merger, reorganization, consolidation or share transfer which results in our voting securities outstanding immediately prior to the transaction (or the voting securities issued with respect to our voting securities outstanding immediately prior to the transaction) representing less

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than a majority of the combined voting power of the voting securities of the company or the surviving or acquiring entity or (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons of securities of the company if, after closing, the transferee person or group would hold 50% or more of the outstanding voting stock of the company (or the surviving or acquiring entity), the holders of Class A common stock and Class B common stock will be treated equally and identically with respect to shares of Class A common Stock or Class B common stock owned by them, unless different treatment of the shares of each class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.

Subdivisions and Combinations. If we subdivide or combine in any manner outstanding shares of Class A common stock or Class B common stock, the outstanding shares of the other class will be subdivided or combined in the same manner, unless different treatment of the shares of each class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class.

Conversion

Our Class A common stock and Class B common stock will each convert automatically into a single class of common stock on the date on which the number of outstanding shares of Class B common stock represents less than 10% of the aggregate combined number of outstanding shares of Class A common stock and Class B common stock.

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 66 ²/3% of the outstanding shares of Class B common stock, or (ii) any transfer, whether or not for value, except for certain transfers described in our amended and restated certificate of incorporation, including, without limitation, transfers for tax and estate planning purposes, so long as the transferring holder of Class B common stock continues to hold exclusive voting and dispositive power with respect to the shares transferred.

Upon the death of a holder of Class B common stock who is a natural person, the Class B common stock held by that person or his or her permitted estate planning entities will convert automatically into Class A common stock. In the event of the death or permanent mental disability of Reid Hoffman, our founder, shares of Class B common stock held by him or his permitted estate planning entities will convert to Class A common stock, provided that the conversion will be deferred for up to nine months following his death or permanent mental disability so long as exclusive voting control of his shares of Class B common stock is being exercised by a group of voting trustees previously approved by our board of directors.

Once transferred and converted into Class A common stock, the Class B common stock will not be reissued. Following the conversion of all outstanding shares of Class A common stock and Class B common stock into a single class of common stock on the date on which the number of outstanding shares of Class B common stock represents less than 10% of the aggregate combined number of outstanding shares of Class A common stock and Class B common stock, no further shares of Class A common stock or Class B common stock will be issued.

Preferred Stock

As of December 31, 2010, there were 45,647,201 shares of our preferred stock outstanding. Immediately prior to the completion of this offering, each outstanding share of our preferred stock will convert into one share of our Class B common stock.

Upon the completion of this offering, our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of 100,000,000 shares of preferred

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stock in one or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our Class A common stock or Class B common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our Class A common stock or Class B common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action. Upon the completion of this offering, no shares of preferred stock will be outstanding, and we have no present plan to issue any shares of preferred stock.

Registration Rights

Stockholder Registration Rights

The registration of shares of our common stock pursuant to the exercise of registration rights described below would enable the holders to trade these shares without restriction under the Securities Act when the applicable registration statement is declared effective. We will pay the registration expenses, other than underwriting discounts, selling commissions and stock transfer taxes, of the shares registered pursuant to the demand, piggyback and Form S-3 registrations described below.

Generally, in an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include. The demand, piggyback and Form S-3 registration rights described below will expire five years after the effective date of the registration statement, of which this prospectus forms a part, with respect to any particular stockholder, at such time that, in the opinion of counsel, that stockholder can sell all of its shares under Rule 144 of the Securities Act during any three month period and such registrable securities represent less than one percent of our outstanding capital stock.

Demand Registration Rights

The holders of an aggregate of 45,115,070 shares of Class B common stock, issuable upon conversion of outstanding preferred stock, will be entitled to certain demand registration rights. At any time beginning 180 days after the consummation of this offering, the holders of at least a 40% of these shares may, on not more than two occasions, request that we register all or a portion of their shares. Such request for registration must cover that number of shares with an anticipated aggregate offering price, net of underwriting discounts, selling commissions and stock transfer taxes, exceeding $5 million. We will not be required to effect a demand registration during the period beginning 60 days prior to the filing and 180 days following the effectiveness of a registration statement relating to a public offering of our securities. Depending on certain conditions, however, we may defer such registration for up to 90 days.

Piggyback Registration Rights

In connection with this offering, the holders of an aggregate of 45,185,435 shares of Class B common stock, issuable upon conversion of outstanding preferred stock, were entitled to, and the necessary percentage of holders waived, their rights to notice of this offering and to include their shares of registrable securities in this offering. In the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders, the holders of these shares will be entitled to certain “piggyback” registration rights allowing the holder to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to a demand registration or a registration statement on Forms S-4 or S-8, the holders of these shares are entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration.

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Form S-3 Registration Rights

The holders of an aggregate of 45,115,070 shares of Class B common stock, issuable upon conversion of outstanding preferred stock, will be entitled to certain Form S-3 registration rights. The holders of these shares can make a request that we register their shares on Form S-3 if we are qualified to file a registration statement on Form S-3 and if the reasonably anticipated aggregate gross proceeds of the shares offered would equal or exceed $1 million. We will not be required to effect more than two (2) registrations on Form S-3 within any 12 month period or any registration requested within six months following the effectiveness of a registration statement relating to a public offering of our securities.

Anti-Takeover Provisions

Certificate of Incorporation and Bylaws to be in Effect upon the Completion of this Offering

Upon the completion of this offering, our amended and restated certificate of incorporation will provide for a board of directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors. Our amended and restated certificate of incorporation and amended and restated bylaws to be effective upon the completion of this offering will provide that all stockholder actions must be effected at a duly called meeting of stockholders and not by a consent in writing, and that only the majority of our whole board of directors, chair of the board of directors or our chief executive officer may call a special meeting of stockholders.

As described above in “—Class A and Class B Common Stock—Voting Rights,” our amended and restated certificate of incorporation will further provide for a dual class common stock structure, which provides our founders, current investors, executives and employees with significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets.

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that our directors may be removed only for cause and require a supermajority stockholder vote for the rescission, alteration, amendment or repeal of the certificate of incorporation or bylaws by stockholders. Our amended and restated certificate of incorporation and amended and restated bylaws will also provide that vacancies occurring on our board of directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of our board of directors. Our amended and restated bylaws will establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors. The combination of the classification of our board of directors, the lack of cumulative voting, supermajority stockholder voting requirements, the ability of the board to fill vacancies and the advance notice provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions, including the dual class structure of our common stock, may have the effect of deterring hostile takeovers or delaying changes in our control or management. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are

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intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.

Section 203 of the Delaware General Corporation Law

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

•

before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66²/3% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines business combination to include the following:

•

any merger or consolidation involving the corporation and the interested stockholder;

•

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

•

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

•

the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Choice of Forum

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.

Limitations of Liability and Indemnification

See “Executive Compensation—Limitation on Liability and Indemnification Matters.”

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Market Listing

We will apply for listing our Class A common stock on the Nasdaq Global Market or the New York Stock Exchange under the symbol “ .”

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our Class A and Class B common stock will be .

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our capital stock. Future sales of our Class A common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our Class A common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Based on the number of shares outstanding as of December 31, 2010, upon the completion of this offering, shares of Class A common stock and 88,955,943 shares of Class B common stock will be outstanding, assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding options. Of the outstanding shares, all of the shares sold in this offering will be freely tradable, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act, may only be sold in compliance with the limitations described below.

The remaining shares of Class B common stock outstanding after this offering will be restricted as a result of securities laws or lock-up agreements as described below. Following the expiration of the lock-up period, all shares will be eligible for resale in compliance with Rule 144 or Rule 701 to the extent such shares have been released from any repurchase option that we may hold. “Restricted securities” as defined under Rule 144 were issued and sold by us in reliance on exemptions from the registration requirements of the Securities Act. These shares may be sold in the public market only if registered or pursuant to an exemption from registration, such as Rule 144 or Rule 701 under the Securities Act.

Rule 144

In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Securities Exchange Act of 1934, as amended, periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

•

1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering assuming no exercise of the underwriters’ over-allotment option, based on the number of shares of common stock outstanding as of December 31, 2010; or

•

the average weekly trading volume of our common stock on Nasdaq or the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who purchased shares under a written

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compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares. However, substantially all Rule 701 shares are subject to lock-up agreements as described below and under “Underwriting” included elsewhere in this prospectus and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

Lock-Up Agreements

All of our directors and executive officers and the holders of substantially all of our securities have signed lock-up agreements under which they have agreed not to sell, transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock without the prior written consent of Morgan Stanley & Co. Incorporated for a period of 180 days, subject to possible extension under certain circumstances, after the date of this prospectus. These agreements are described below under “Underwriting.”

Registration Rights

On the date beginning 180 days after the date of this prospectus, the holders of approximately 45,185,435 shares of our Class B common stock, or their transferees, will be entitled to certain rights with respect to the registration of those shares under the Securities Act. For a description of these registration rights, please see “Description of Capital Stock—Registration Rights.” If these shares are registered, they will be freely tradable without restriction under the Securities Act.

Stock Options

As soon as practicable after the completion of this offering, we intend to file a Form S-8 registration statement under the Securities Act to register shares of our common stock subject to options outstanding or reserved for issuance under our 2003 Plan and 2011 Plan. This registration statement will become effective immediately upon filing, and shares covered by this registration statement will thereupon be eligible for sale in the public markets, subject to vesting restrictions, the lock-up agreements described above and Rule 144 limitations applicable to affiliates. For a more complete discussion of our stock plans, see “Executive Compensation—Employee Benefit and Stock Plans.”

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK

The following is a summary of the material United States federal income tax consequences to non-U.S. holders (as defined below) of the acquisition, ownership and disposition of our Class A common stock issued pursuant to this offering. This discussion is not a complete analysis of all potential U.S. federal income tax consequences relating thereto, nor does it address any estate and gift tax consequences or any tax consequences arising under any state, local or foreign tax laws, or any other United States federal tax laws. This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service, or IRS, all as in effect as of the date of this offering. These authorities may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. No ruling has been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or disposition of our Class A common stock, or that any such contrary position would not be sustained by a court.

This discussion is limited to non-U.S. holders who purchase our Class A common stock issued pursuant to this offering and who hold our Class A common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a particular holder in light of such holder’s particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including, without limitation, certain former citizens or long-term residents of the United States, partnerships or other pass-through entities, real estate investment trusts, regulated investment companies, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, banks, financial institutions, investment funds, insurance companies, brokers, dealers or traders in securities, commodities or currencies, tax-exempt organizations, tax-qualified retirement plans, persons subject to the alternative minimum tax, persons that own, or have owned, actually or constructively, more than 5% of our common stock and persons holding our common stock as part of a hedging or conversion transaction or straddle, or a constructive sale, or other risk reduction strategy.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF OUR CLASS A COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS.

Definition of Non-U.S. Holder

For purposes of this discussion, a non-U.S. holder is any beneficial owner of our Class A common stock that is not a “U.S. person” or a partnership (including any entity or arrangement treated as a partnership) for U.S. federal income tax purposes. A U.S. person is any of the following:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust (1) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust, or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

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Distributions on Our Class A Common Stock

If we make cash or other property distributions on our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and will first be applied against and reduce a holder’s tax basis in the Class A common stock, but not below zero. Any excess will be treated as gain realized on the sale or other disposition of the Class A common stock and will be treated as described under “—Gain on Disposition of Our Class A Common Stock” below.

Dividends paid to a non-U.S. holder of our Class A common stock generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends, or such lower rate specified by an applicable income tax treaty. To receive the benefit of a reduced treaty rate, a non-U.S. holder must furnish to us or our paying agent a valid IRS Form W-8BEN (or applicable successor form) including a U.S. taxpayer identification number and certifying such holder’s qualification for the reduced rate. Treasury Regulations or the applicable treaty will provide rates to determine whether dividends paid to an entity should be treated as paid to the entity or the entity’s owners. This certification must be provided to us or our paying agent prior to the payment of dividends and must be updated periodically. If the non-U.S. holder holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries. Non-U.S. holders that do not timely provide us or our paying agent with the required certification, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

If a non-U.S. holder holds our Class A common stock in connection with the conduct of a trade or business in the United States, and dividends paid on the Class A common stock are effectively connected with such holder’s U.S. trade or business, the non-U.S. holder will be exempt from U.S. federal withholding tax. To claim the exemption, the non-U.S. holder must generally furnish to us or our paying agent a properly executed IRS Form W-8ECI (or applicable successor form).

Any dividends paid on our Class A common stock that are effectively connected with a non-U.S. holder’s United States trade or business (and if an income tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be subject to United States federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in much the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. holders should consult any applicable income tax treaties that may provide for different rules.

Gain on Disposition of Our Class A Common Stock

Subject to the discussion below regarding backup withholding and certain recently enacted legislation, a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our Class A common stock, unless:

•

the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, and if an income tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States;

•

the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition, and certain other requirements are met; or

•

our Class A common stock constitutes a “United States real property interest” in the event we are a United States real property holding corporation, or USRPHC, for United States federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or the non-U.S.

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holder’s holding period for our Class A common stock and our Class A common stock has ceased to be regularly traded on an established securities market prior to the beginning of the calendar year in which the sale or other disposition occurs. The determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our other trade or business assets and our foreign real property interests. We believe we are not currently and do not anticipate becoming a USRPHC for United States federal income tax purposes.

Gain described in the first bullet point above will be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates in the same manner as if such holder were a resident of the United States. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. holders should consult any applicable income tax treaties that may provide for different rules.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate specified by an applicable income tax treaty), but may be offset by U.S. source capital losses (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each non-U.S. holder the amount of dividends on our Class A common stock paid to such holder and the amount of any tax withheld with respect to those dividends. These information reporting requirements apply even if no withholding was required because the dividends were effectively connected with the holder’s conduct of a U.S. trade or business, or withholding was reduced or eliminated by an applicable income tax treaty. This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established. Backup withholding, currently at a 28% rate, however, generally will apply to payments to a non-U.S. holder of dividends on or the gross proceeds or a disposition of our Class A common stock provided the non-U.S. holder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN or IRS Form W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient.

Backup withholding is not an additional tax. If any amount is withheld under the backup withholding rules, the non-U.S. holder should consult with a U.S. tax advisor regarding the possibility of and procedure for obtaining a refund or a credit against the non-U.S. holder’s U.S. federal income tax liability, if any.

Recently enacted legislation affecting taxation of our Class A common stock held by or through foreign entities

Recently enacted legislation generally will impose a U.S. federal withholding tax of 30% on dividends and the gross proceeds of a disposition of our common stock paid after December 31, 2012 to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners). The legislation also generally will impose a U.S. federal withholding tax of 30% on dividends and the gross proceeds of a disposition of our common stock paid after December 31, 2012 to a non-financial foreign entity unless such entity provides the withholding agent with a certification identifying the direct and indirect U.S. owners of the entity. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of this legislation on their investment in our common stock.

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UNDERWRITING

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC are acting as representatives, have severally agreed to purchase, and we and the selling stockholders have agreed to sell to them, severally, the number of shares indicated below:


Name		Number of Shares
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities LLC
Allen & Company LLC
UBS Securities LLC

Total:

The underwriters are offering the shares of Class A common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of Class A common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of Class A common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

The underwriters initially propose to offer part of the shares of Class A common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of Class A common stock, the offering price and other selling terms may from time to time be varied by the representative.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares of Class A common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of Class A common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of Class A common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of Class A common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional shares of Class A common stock.

Total

Per Share

No Exercise

Full Exercise

Public offering price

Underwriting discounts and commissions to be paid by:

The selling stockholders

Proceeds, before expenses, to us

Proceeds, before expenses, to selling stockholders

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The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $ .

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of Class A common stock offered by them.

Our Class A common stock will be approved for listing on the Nasdaq Global Market or the New York Stock Exchange under the trading symbol “ .”

We and all directors and officers and the holders of substantially all of our outstanding stock and stock options have agreed that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus:

•

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 lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;

•

file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock.

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the underwriters, it will not, during the period ending 180 days after the date of this prospectus, 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.

The restrictions described in the immediately preceding paragraph to do not apply to:

•

the sale of shares to the underwriters; or

•

transactions by any person other than us relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares.

The 180 day restricted period described in the preceding paragraph will be extended if:

•

during the last 17 days of the 180 day restricted period we issue an earnings release or material news event relating to us occurs; or

•

prior to the expiration of the 180 day restricted period, we announce that we will release earnings results during the 16 day period beginning on the last day of the 180 day period;

in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

In order to facilitate the offering of the Class A common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Class A common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale

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by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of Class A common stock in the open market to stabilize the price of the Class A common stock. These activities may raise or maintain the market price of the Class A common stock above independent market levels or prevent or retard a decline in the market price of the Class A common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We, the selling stockholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of Class A common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

Pricing of the Offering

Prior to this offering, there has been no public market for the shares of Class A common stock. The initial public offering price will be determined by negotiations between us and the representatives. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Member State it has not made and will not make an offer of securities to the public in that Member State, except that it may, with effect from and including such date, make an offer of securities to the public in that Member State:

(a)

at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b)

at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(c)

at any time in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of the above, the expression an “offer of securities to the public” in relation to any securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in that Member State.

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United Kingdom

This offering memorandum and any other material in relation to the Shares described herein is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospective Directive (“qualified investors”) that also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, (ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The Shares are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. This offering memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this offering memorandum or any of its contents.

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LEGAL MATTERS

The validity of the shares of Class A common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. The underwriters are being represented by Cooley LLP, Palo Alto, California, in connection with the offering.

EXPERTS

The consolidated financial statements as of December 31, 2008 and 2009 and for each of the three years in the period ended December 31, 2009 included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph relating to (1) the adoption, on a retrospective basis, of new authoritative guidance for revenue arrangements with multiple deliverables, (2) the adoption of new accounting guidance for uncertainty in income taxes, effective January 1, 2007, and (3) the change in method of accounting for sales commissions, as of January 1, 2007). Such consolidated financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to this offering of our Class A common stock. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our Class A common stock, we refer you to the registration statement, including the exhibits and the financial statements and notes filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the registration statement should be referenced for the complete contents of these contracts and documents. You may obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at http://www.linkedin.com. Upon completion of this offering, you may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus.

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LINKEDIN CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets			F-3
Consolidated Statements of Operations			F-4
Consolidated Statements of Redeemable Convertible Preferred Stock, Stockholders’ Equity and Comprehensive Income (Loss)			F-5
Consolidated Statements of Cash Flows			F-7
Notes to Consolidated Financial Statements			F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

LinkedIn Corporation

Mountain View, California

We have audited the accompanying consolidated balance sheets of LinkedIn Corporation and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, redeemable convertible preferred stock and stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2009, the Company adopted on a retrospective basis, new authoritative guidance for revenue arrangements with multiple deliverables. In addition, effective January 1, 2007, the Company adopted new accounting guidance for uncertainty in income taxes. Further, as of January 1, 2007, the Company changed its method of accounting for sales commission.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

January 26, 2011

F-2

LINKEDIN CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


	December 31,						September 30, 2010			Pro forma September 30, 2010 (Note 2)
	2008			2009			September 30, 2010			Pro forma September 30, 2010 (Note 2)
							(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	80,495		$	89,979		$	89,647		$	89,647
Accounts receivable (net of allowance for doubtful accounts of $960, $1,100 and $1,855 at December 31, 2008 and 2009, and September 30, 2010, respectively)		14,987			24,324			35,797			35,797
Prepaid expenses and other current assets		2,718			5,160			9,690			9,690
Restricted cash		218			—			—			—
Income tax receivable		62			—			2,230			2,230
Deferred income taxes		731			1,695			2,249			2,249

Total current assets		99,211			121,158			139,613			139,613
Property and equipment, net		21,724			25,730			48,934			48,934
Intangible assets, net		506			297			5,947			5,947
Other assets		621			1,374			2,501			2,501

TOTAL ASSETS	$	122,062		$	148,559		$	196,995		$	196,995

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,510		$	4,919		$	4,795		$	4,795
Accrued liabilities		10,224			18,352			25,669			25,669
Deferred revenue		14,858			25,450			45,061			45,061
Income tax payable		133			552			1,593			1,593

Total current liabilities		27,725			49,273			77,118			77,118
LONG TERM LIABILITIES		395			528			2,226			2,226
DEFERRED TAX LIABILITIES		731			1,695			2,249			2,249

Total liabilities		28,851			51,496			81,593			81,593

COMMITMENTS AND CONTINGENCIES (Note 10)

REDEEMABLE CONVERTIBLE PREFERRED STOCK:
Redeemable convertible preferred stock, Series C, $0.0001 par value—4,357,644 shares authorized; 4,357,644 shares issued and outstanding; liquidation preference of $12,811		12,700			12,700			12,700			—
Redeemable convertible preferred stock, Series D, $0.0001 par value—6,800,349 shares authorized; 6,599,987 shares issued and outstanding; liquidation preference of $75,702		75,281			75,281			75,281			—

Total redeemable convertible preferred stock		87,981			87,981			87,981			—

STOCKHOLDERS’ EQUITY:
Convertible preferred stock, Series A, $0.0001 par value—17,238,579 shares authorized; 17,168,214, 17,168,214, and 17,238,579 shares issued and outstanding at December 31, 2008, 2009 and September 30, 2010, respectively; liquidation preference of $5,494, $5,494, $5,516 at December 31, 2008, 2009 and September 30, 2010, respectively		5,451			5,451			5,884			—
Warrants issued to purchase convertible preferred stock, Series A		15			—			—			—
Convertible preferred stock, Series B, $0.0001 par value—17,450,991 shares authorized; 17,450,991 shares issued and outstanding; liquidation preference of $9,947		9,962			9,962			9,962			—
Common stock, $0.0001 par value—120,000,000 shares authorized; 41,913,101, 41,745,728, and 42,841,084 shares issued and outstanding at December 31, 2008 and 2009, and September 30, 2010, respectively; 88,488,285 shares issued and outstanding pro forma		3			4			4			9
Additional paid-in capital		5,778			13,725			21,563			125,385
Accumulated other comprehensive loss		(23	)		(3	)		(3	)		(3	)
Accumulated deficit		(15,956	)		(20,057	)		(9,989	)		(9,989	)

Total stockholders’ equity		5,230			9,082			27,421			115,402

TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$	122,062		$	148,559		$	196,995		$	196,995

See notes to consolidated financial statements.

F-3

LINKEDIN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)


	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
										(Unaudited)
Net revenue	$	32,486		$	78,773		$	120,127		$	80,794		$	161,403
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)		7,384			18,589			25,857			18,021			29,982
Sales and marketing		5,037			16,986			26,847			17,577			38,340
Product development		11,578			29,366			39,444			27,307			44,151
General and administrative		6,812			12,976			19,480			12,831			23,431
Depreciation and amortization		2,107			6,365			11,854			8,399			12,986

Total costs and expenses		32,918			84,282			123,482			84,135			148,890

(Loss) income from operations		(432	)		(5,509	)		(3,355	)		(3,341	)		12,513
Other income (expense), net		773			1,277			230			359			(269	)

Income (loss) before income taxes		341			(4,232	)		(3,125	)		(2,982	)		12,244
Provision for income taxes		13			290			848			399			2,176

Net income (loss)		328			(4,522	)		(3,973	)		(3,381	)		10,068
Undistributed earnings allocated to preferred stockholders		(328	)		—			—			—			(8,215	)

Net income (loss) attributable to common stockholders	$	—		$	(4,522	)	$	(3,973	)	$	(3,381	)	$	1,853

Net income (loss) per share attributable to common stockholders:
Basic	$	0.00		$	(0.11	)	$	(0.10	)	$	(0.08	)	$	0.04

Diluted	$	0.00		$	(0.11	)	$	(0.10	)	$	(0.08	)	$	0.04

Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic		38,092			42,389			41,184			41,032			42,239

Diluted		38,961			42,389			41,184			41,032			45,486

Pro forma net income (loss) per share attributable to common stockholders (unaudited):
Basic							$	(0.05	)				$	0.11

Diluted							$	(0.05	)				$	0.11

Pro forma weighted-average shares used to compute pro forma net income (loss) per share attributable to common stockholders (unaudited):
Basic								86,822						87,884

Diluted								86,822						91,131

See notes to consolidated financial statements.

F-4

LINKEDIN CORPORATION

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK, STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 (UNAUDITED)

(In thousands, except shares)


						Stockholders’ Equity																							Compre- hensive Income (Loss)
	Redeemable Convertible Preferred Stock					Convertible Preferred Stock						Common Stock					Additional Paid-In Capital			Accumulated Other Compre- hensive Income (Loss)			Accumulated Deficit			Total
	Shares		Amount			Shares		Amount		Warrants		Shares			Amount		Additional Paid-In Capital			Accumulated Other Compre- hensive Income (Loss)			Accumulated Deficit			Total
BALANCE—January 1, 2007		4,357,644	$	(100	)		34,619,205	$	15,413	$	15		34,779,864		$	3	$	292		$	—		$	(11,762	)	$	3,961
Proceeds from issuance of Series C redeemable convertible preferred stock		—		12,800			—		—		—		—			—		—			—			—			—
Issuance of common stock upon exercise of employee stock options		—		—			—		—		—		8,286,424			—		327			—			—			327
Vesting of early exercised stock options		—		—			—		—		—		—			—		133			—			—			133
Repurchase of unvested early exercised stock options		—		—			—		—		—		(649,030	)		—		—			—			—			—
Stock-based compensation		—		—			—		—		—		—			—		1,840			—			—			1,840
Net income		—		—			—		—		—		—			—		—			—			328			328		$	328

BALANCE—December 31, 2007		4,357,644		12,700			34,619,205		15,413		15		42,417,258			3		2,592			—			(11,434	)		6,589		$	328

Proceeds from issuance of Series D redeemable convertible preferred stock at $11.47 per share—net of issuance costs of $421		6,599,987		75,281			—		—		—		—			—		—			—			—			—
Issuance of common stock upon exercise of employee stock options		—		—			—		—		—		1,048,310			—		778			—			—			778
Vesting of early exercised stock options		—		—			—		—		—		—			—		913			—			—			913
Repurchase of unvested early exercised stock options		—		—			—		—		—		(977,467	)		—		—			—			—			—
Repurchase of founder’s stock		—		—			—		—		—		(575,000	)		—		(3,197	)		—			—			(3,197	)
Stock-based compensation		—		—			—		—		—		—			—		4,692			—			—			4,692
Foreign currency translation adjustment		—		—			—		—		—		—			—		—			(23	)		—			(23	)	$	(23	)
Net loss		—		—			—		—		—		—			—		—			—			(4,522	)		(4,522	)		(4,522	)

BALANCE—December 31, 2008		10,957,631	$	87,981			34,619,205	$	15,413	$	15		41,913,101		$	3	$	5,778		$	(23	)	$	(15,956	)	$	5,230		$	(4,545	)

F-5

LINKEDIN CORPORATION

(In thousands, except shares)


					Stockholders’ Equity																								Compre- hensive Income (Loss)
	Redeemable Convertible Preferred Stock				Convertible Preferred Stock							Common Stock					Additional Paid-In Capital			Accumulated Other Compre- hensive Income (Loss)			Accumulated Deficit			Total
	Shares		Amount		Shares		Amount		Warrants			Shares			Amount		Additional Paid-In Capital			Accumulated Other Compre- hensive Income (Loss)			Accumulated Deficit			Total
BALANCE—December 31, 2008		10,957,631	$	87,981		34,619,205	$	15,413	$	15			41,913,101		$	3	$	5,778		$	(23	)	$	(15,956	)	$	5,230

Cumulative effect of accounting change for warrant valuation		—		—		—		—		(15	)		—			—		—			—			(128	)		(143	)
Issuance of common stock upon exercise of employee stock options		—		—		—		—		—			1,704,436			1		1,083			—			—			1,084
Vesting of early exercised stock options		—		—		—		—		—			—			—		792			—			—			792
Repurchase of unvested early exercised stock options		—		—		—		—		—			(1,871,809	)		—		(198	)		—			—			(198	)
Stock-based compensation		—		—		—		—		—			—			—		6,270			—			—			6,270
Foreign currency translation adjustment		—		—		—		—		—			—			—		—			20			—			20		$	20
Net loss		—		—		—		—		—			—			—		—			—			(3,973	)		(3,973	)		(3,973	)

BALANCE—December 31, 2009		10,957,631		87,981		34,619,205		15,413		—			41,745,728			4		13,725			(3	)		(20,057	)		9,082		$	(3,953	)

Issuance of Series A convertible preferred stock upon exercise of warrant*		—		—		70,365		433		—			—			—		—			—			—			433
Issuance of common stock upon exercise of employee stock options*		—		—		—		—		—			1,329,153			—		901			—			—			901
Vesting of early exercised stock options*		—		—		—		—		—			—			—		480			—			—			480
Repurchase of unvested early exercised stock options*		—		—		—		—		—			(233,797	)		—		—			—			—			—
Stock-based compensation*		—		—		—		—		—			—			—		6,330			—			—			6,330
Income tax benefit from employee stock option exercise*		—		—		—		—		—			—			—		127			—			—			127
Net income*		—		—		—		—		—			—			—		—			—			10,068			10,068		$	10,068

BALANCE—September 30, 2010*		10,957,631	$	87,981		34,689,570	$	15,846	$	—			42,841,084		$	4	$	21,563		$	(3	)	$	(9,989	)	$	27,421		$	10,068

-Unaudited

See notes to consolidated financial statements.

F-6

LINKEDIN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
										(Unaudited)
OPERATING ACTIVITIES:
Net income (loss)	$	328		$	(4,522	)	$	(3,973	)	$	(3,381	)	$	10,068
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		2,107			6,365			11,854			8,399			12,986
Provision for doubtful accounts and sales returns		419			724			448			219			1,246
Stock-based compensation		1,805			4,605			6,152			4,306			6,120
Loss on disposal of assets		32			109			6			—			109
Excess income tax benefit from the exercise of stock options		—			—			—			—			(127	)
Changes in operating assets and liabilities:
Accounts receivable		(4,741	)		(10,252	)		(9,791	)		(821	)		(12,691	)
Prepaid expenses and other assets		(1,598	)		(1,538	)		(2,916	)		(2,217	)		(5,644	)
Accounts payable and other liabilities		3,576			6,762			8,631			2,848			7,883
Income taxes, net		(10	)		81			357			15			(1,636	)
Deferred revenue		5,723			6,820			10,592			4,117			19,611

Net cash provided by operating activities		7,641			9,154			21,360			13,485			37,925

INVESTING ACTIVITIES:
Purchases of property and equipment		(7,958	)		(19,579	)		(13,279	)		(8,764	)		(36,209	)
Purchases of intangible assets		—			(628	)		—			—			(4,467	)
(Increase) decrease in restricted cash		—			(278	)		235			—			—

Cash used in investing activities		(7,958	)		(20,485	)		(13,044	)		(8,764	)		(40,676	)

FINANCING ACTIVITIES:
Proceeds from issuance of redeemable convertible preferred stock		12,800			75,702			—			—			—
Issuance costs in connection with redeemable convertible preferred stock		(30	)		(421	)		—			—			—
Proceeds from exercise of warrant		—			—			—			—			23
Proceeds from issuance of common stock		327			778			1,084			494			901
Proceeds from early exercise of employee stock options		1,394			1,342			680			323			1,866
Repurchase of common stock		(51	)		(286	)		(734	)		(715	)		(175	)
Repurchase of founders’ stock		—			(3,197	)		—			—			—
Payments for deferred offering costs		—			—			—			—			(295	)
Excess income tax benefit from the exercise of stock options		—			—			—			—			127
Payments on line of credit		(250	)		—			—			—			—

Net cash provided by financing activities		14,190			73,918			1,030			102			2,447

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		—			(38	)		138			11			(28	)

CHANGE IN CASH AND CASH EQUIVALENTS		13,873			62,549			9,484			4,834			(332	)
CASH AND CASH EQUIVALENTS—Beginning of period		4,073			17,946			80,495			80,495			89,979

CASH AND CASH EQUIVALENTS—End of period	$	17,946		$	80,495		$	89,979		$	85,329		$	89,647

SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION:
Cash paid for interest	$	12		$	—		$	—		$	—		$	—

Cash paid for income taxes	$	26		$	201		$	418		$	402		$	3,285

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment recorded in accounts payable and accrued liabilities	$	1,686		$	396		$	2,648		$	2,383		$	2,285

Deferred offering costs not yet paid	$	—		$	—		$	118		$	12		$	8

Cumulative effect of accounting change for warrant valuation	$	—		$	—		$	143		$	—		$	—

Vesting of early exercised stock options	$	133		$	913		$	792		$	540		$	480

See notes to consolidated financial statements.

F-7

LINKEDIN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2010 (UNAUDITED)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

LinkedIn Corporation and its subsidiaries (the “Company”), a Delaware corporation, was formed on March 6, 2003. The Company operates an online professional network on the Internet through which the Company’s members are able to create, manage and share their professional identities online, build and engage with their professional networks, access shared knowledge and insights, and find business opportunities, enabling them to be more productive and successful.

Certain Significant Risks and Uncertainties—The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, management of the Company believes that changes in any of the following areas could have a significant negative effect on the Company in terms of its future consolidated financial position, results of operations, or cash flows: scaling and adaptation of existing technology and network infrastructure; protection of customers’ information and privacy concerns; security measures related to the Company’s website; rates of revenue growth; engagement and usage of the Company’s solutions; management of the Company’s growth; new markets and international expansion; protection of the Company’s brand and intellectual property; competition in the Company’s market; qualified employees and key personnel; intellectual property infringement and other claims; and changes in government regulation affecting the Company’s business, among other things.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation—The consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates—The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates.

Unaudited Interim Financial Information—The accompanying consolidated balance sheet as of September 30, 2010, the consolidated statements of operations and cash flows for the nine months ended September 30, 2009 and 2010 and the consolidated statement of redeemable convertible preferred stock, stockholders’ equity and comprehensive income (loss) for the nine months ended September 30, 2010 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual consolidated statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations and cash flows for the nine months ended September 30, 2009 and 2010. The financial data and the other information disclosed in these notes to the consolidated financial statements related to the nine-month periods are unaudited. The results of the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2010 or for any other interim period or for any other future year.

Unaudited Pro Forma Consolidated Balance Sheet—Upon the consummation of the initial public offering contemplated by the Company, all of the outstanding shares of convertible preferred stock will automatically convert into shares of common stock, assuming the Company raises at least $125.0 million. The September 30, 2010 unaudited pro forma consolidated balance sheet data has been prepared assuming the conversion of the convertible preferred stock outstanding into 45,647,201 shares of common stock.

F-8

Concentrations of Credit Risk—Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with major financial institutions throughout the world, which management assesses to be of high-credit quality in order to limit exposure of each investment. As of December 31, 2009 and September 30, 2010, substantially all of the Company’s cash has been invested in money market funds.

Credit risk with respect to accounts receivable is dispersed due to the large number of customers, none of which accounted for more than 10% of total accounts receivable in any financial period presented. In addition, the Company’s credit risk is mitigated by the relatively short collection period. Collateral is not required for accounts receivable. The Company maintains an allowance for doubtful accounts receivable balances. The allowance is based upon historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss associated with delinquent accounts. The following table presents the changes in the allowance for doubtful accounts (in thousands):


	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
										(Unaudited)
Allowance for doubtful accounts:
Balance, beginning of period	$	92		$	400		$	960		$	960		$	1,100
Add: bad debt expense		416			632			505			293			1,195
Less: write-offs, net of recoveries and other adjustments		(108	)		(72	)		(365	)		(290	)		(440	)

Balance, end of period	$	400		$	960		$	1,100		$	963		$	1,855

Foreign Currency Translation—The Company determines the functional currency for its foreign subsidiary by reviewing the currencies in which its respective operating activities occur. Financial information is translated from the functional currency to the U.S. dollar, the reporting currency, for inclusion in the Company’s consolidated financial statements. Income, expenses, and cash flows are translated at average exchange rates prevailing during the fiscal year, and assets and liabilities are translated at fiscal period end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive loss in stockholders’ equity. Foreign exchange transaction gains and losses are included in other income (expense), net in the accompanying consolidated statements of operations. Exchange gains and losses on intercompany balances that are considered permanently invested are also included as a component of accumulated other comprehensive loss in stockholders’ equity.

Beginning in 2010, following an evaluation of the scope of its operations and business practices, the Company concluded that the U.S. dollar is the currency of the primary economic environment in which its LinkedIn Europe Limited subsidiary operates, and changed the functional currency from the British Pound to the U.S. dollar. For the years ended December 31, 2008 and 2009, adjustments resulting from translating the foreign currency financial statements of LinkedIn Europe Limited into the U.S. dollar have been included as a separate component of accumulated other comprehensive loss. Upon the change of the functional currency for LinkedIn Europe Limited, this subsidiary ceased to generate translation adjustments. Translation adjustments from prior periods will continue to remain a component of accumulated other comprehensive loss.

Cash Equivalents—Cash equivalents consist of highly liquid short-term investments with original maturities of three months or less at the time of purchase. As of December 31, 2008 and 2009, and September 30, 2010, cash equivalents consisted of money market accounts.

Restricted Cash—Restricted cash at December 31, 2008 represents a certificate of deposit held at a financial institution principally as collateral in connection with the Company’s international operations.

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Deferred Commissions—Deferred commissions are the incremental costs that are directly associated with non-cancelable subscription contracts primarily related to sales of the Company’s hiring solutions. Deferred commissions consist of sales commissions paid to the Company’s direct sales representatives and are deferred and amortized over the non-cancelable terms of the related customer contracts, which are generally 12 months. The commission payments are generally paid in full the month after the customer contract is signed. The deferred commission amounts are recoverable through the future revenue streams under the non-cancelable customer contracts. The Company believes this is the preferable method of accounting as the commission charges are so closely related to the revenue from the non-cancelable customer contracts that they should be recorded as an asset and charged to expense over the same period that the subscription revenue is recognized. Short-term deferred commissions are included in prepaid expenses and other current assets, while long-term deferred commissions are included in other assets in the accompanying consolidated balance sheets. The amortization of deferred commissions is included in sales and marketing expense in the accompanying consolidated statements of operations.

In previously issued consolidated financial statements, the Company expensed its sales commissions associated with non-cancelable subscription contracts when the liabilities were incurred. The Company has retrospectively adjusted its results for the years ended December 31, 2007 and 2008 to reflect the deferral and amortization method of accounting. No adjustment has been made for the periods prior to 2007 as the Company generally did not enter into non-cancelable contracts until 2007.

The following table presents the effects of the retrospective application of the change in accounting principle to the Company’s previously reported consolidated financial statements (in thousands):


	December 31, 2008
	As Previously Reported			Adjustments		As Adjusted
Balance Sheet:
Prepaid expenses and other current assets	$	1,384		$	1,334	$	2,718
Income tax payable		122			11		133
Accumulated deficit		(17,279	)		1,323		(15,956	)


	Year Ended December 31, 2007							Year Ended December 31, 2008
	As Previously Reported		Adjustments			As Adjusted		As Previously Reported			Adjustments			As Adjusted
Statements of Operations:
Sales and marketing	$	5,320	$	(283	)	$	5,037	$	18,037		$	(1,051	)	$	16,986
Provision for income taxes		23		(10	)		13		269			21			290
Net income (loss)		35		293			328		(5,552	)		1,030			(4,522	)

The change in accounting principle did not have an impact on the Company’s consolidated cash flows from operations.

Property and Equipment— Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which range from two to five years. Leasehold improvements are amortized over the shorter of the lease term or expected useful lives of the improvements. Depreciation expense totaled $2,107,000, $6,243,000, and $11,645,000 for the years ended December 31, 2007, 2008, and 2009, respectively, and $8,242,000 and $12,747,000 for the nine months ended September 30, 2009 and 2010, respectively.

Website and Software Development Costs—The Company capitalizes its costs to develop its website and internal-use software when preliminary development efforts are successfully completed, management has

authorized and committed project funding, and it is probable that the project will be completed and the software

F-10

will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates two to three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades.

The Company capitalized website and internal-use software costs of $1,208,000, $2,022,000, and $2,568,000 for the years ended December 31, 2007, 2008, and 2009, respectively, and $1,574,000 and $4,398,000 during the nine months ended September 30, 2009 and 2010, respectively. The Company’s capitalized website and internal-use software amortization is included in depreciation and amortization in the Company’s consolidated statements of operations, and totaled $487,000, $1,404,000, and $1,878,000 for the years ended December 31, 2007, 2008, and 2009, respectively, and $1,324,000 and $1,934,000 for the nine months ended September 30, 2009 and 2010, respectively.

Impairment of Long-Lived Assets—The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Deferred Offering Costs—Deferred offering costs consisted primarily of direct incremental accounting fees related to the Company’s proposed initial public offering of its Class A common stock. Approximately $118,000 and $303,000 of deferred offering costs are included in other assets on the Company’s consolidated balance sheets as of December 31, 2009 and September 30, 2010, respectively. Upon completion of the initial public offering contemplated herein, these amounts will be offset against the proceeds of the offering. If the offering is terminated, the deferred offering costs will be expensed. There were no amounts capitalized as of December 31, 2008.

Revenue Recognition—In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectibility is reasonably assured. Where arrangements have multiple elements, revenue is allocated to the elements based on the relative selling price method and revenue is recognized based on the Company’s policy for each respective element.

The Company generates revenue primarily from sales of the following services:

•

Hiring Solutions—Hiring Solutions revenue is derived primarily from providing access to the LinkedIn Recruiter product and job postings. The Company provides access to its professional database of both active and passive job candidates with LinkedIn Recruiter, which allows corporate recruiting teams to identify candidates based on industry, job function, geography, experience/education, and other specifications. Revenue from providing access to the LinkedIn Recruiter product is recognized ratably over the subscription period, which consists primarily of annual subscriptions that are billed monthly, quarterly, or annually. The Company also earns revenue from the placement of job postings on its website, which generally run for 30 days. Independent recruiters can pay to post job openings that are accessible through job searches or targeted job matches. Revenue from job postings is recognized as the posting is displayed or the contract period, whichever is shorter.

•

Marketing Solutions—The Company earns revenue from the display of advertisements (both graphic and text link) on its website primarily based on a cost per impression model. Revenue from internet advertising is recognized net of agency commissions as the online advertising “impressions” are displayed on its website.

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•

Premium Subscriptions—The Company sells various subscriptions to customers that allow users to have further access to premium services via its LinkedIn.com website. Revenue from Premium Subscription services is recognized ratably over the contractual period, generally from one to 12 months.

Amounts billed or collected in excess of revenue recognized are included as deferred revenue. Sales tax is excluded from reported net revenue. Although historical refunds have been minimal, the Company estimates allowances, for each revenue type shown above, based on information available as of each balance sheet date. This information includes historical refunds as well as specific known service quality issues.

A majority of the Company’s arrangements for hiring solutions and marketing solutions include multiple deliverables. In accordance with recent authoritative guidance on revenue recognition, the Company allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables based on the relative selling price method in accordance with the selling price hierarchy, which includes: (i) vendor-specific objective evidence (“VSOE”) if available; (ii) third-party evidence (“TPE”) if VSOE is not available; and (iii) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.

VSOE. The Company determines VSOE based on its historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range.

The Company has not historically priced its marketing solutions or certain products of its hiring solutions within a narrow range. As a result, the Company has only used VSOE to allocate the selling price of deliverables in limited circumstances.

TPE. When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company’s go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricing of services with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor services’ selling prices are on a stand-alone basis. As a result, the Company has not been able to establish selling price based on TPE.

BESP. When it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in the Company’s multiple element arrangements. The Company determines BESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, sales volume, geographies, market conditions, competitive landscape and pricing practices.

Advertising Costs—Advertising costs are expensed when incurred and are included in sales and marketing expense in the accompanying consolidated statements of operations. The Company incurred advertising costs of $104,000, $168,000, and $69,000 for the years ended December 31, 2007, 2008, and 2009, respectively, and $54,000 and $279,000 for the nine months ended September 30, 2009 and 2010, respectively.

Stock-Based Compensation—Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized on a straight-line basis over the requisite service period of the award, which is generally four years.

Income Taxes—The Company records income taxes using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax

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consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

Stock Split—On May 22, 2007, the Company’s Board of Directors approved a 3-for-1 stock split of the Company’s common stock and Series A, B, and C preferred stocks (collectively, “Capital Stock”). As a result, (i) each share of outstanding Capital Stock was increased to three shares of Capital Stock, (ii) the number of shares of Capital Stock into which each outstanding warrant or option to purchase Capital Stock is exercisable was proportionately increased on a 3-for-1 basis, (iii) the exercise price of each outstanding warrant or option to purchase Capital Stock was proportionately reduced on a 1-to-3 basis, and (iv) each share of authorized Capital Stock was increased to three shares of Capital Stock. All of the share numbers, share prices, and exercise prices have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 3-for-1 stock split.

Subsequent Events—Management has reviewed and evaluated subsequent events through the consolidated financial statement issuance date of January 26, 2011.

Recently Issued and Adopted Accounting Guidance

Revenue Recognition

Effective January 1, 2009, the Company adopted new authoritative guidance for revenue recognition, which revised existing guidance for arrangements with multiple deliverables. The revised guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which includes: (i) vendor-specific objective evidence (“VSOE”) if available; (ii) third-party evidence (“TPE”) if vendor-specific objective evidence is not available; and (iii) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. The revised guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. The Company elected to adopt this accounting guidance on a retrospective basis for all periods.

Under the previous accounting guidance, the Company treated its multiple element arrangements as a single unit of accounting as it generally did not have VSOE for its undelivered elements. Under the new guidance, the Company is required to use BESP when neither VSOE nor TPE is available. As a result, the Company is able to recognize the relative fair value of the elements as they are delivered, assuming other revenue recognition criteria are met.

Retrospective adoption required the Company to apply guidance to all prior periods presented. The Company believes retrospective adoption provides the most comparable and useful financial information for consolidated financial statement users and better reflects the underlying economic performance of the Company. For 2009, the Company recognized approximately $900,000 of revenue that would have been deferred under the previous accounting guidance. The effect of the retrospective adoption was not material for 2007 or 2008.

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Business Combinations

Effective January 1, 2009, the Company adopted new authoritative guidance on business combinations. The new authoritative guidance changed the accounting for business combinations, including:

•

the measurement of acquirer shares issued in consideration for a business combination;

•

the recognition of contingent consideration;

•

the accounting for pre-acquisition gain and loss contingencies;

•

the recognition of capitalized in-process research and development;

•

the accounting for acquisition related restructuring liabilities;

•

the treatment of acquisition related transaction costs; and

•

the accounting for income tax valuation allowances and other income tax uncertainties.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements; however, it could have a material impact depending on the nature of acquisitions the Company may complete in the future.

Financial Instruments Indexed to Stock

Effective January 1, 2009, the Company adopted new authoritative guidance on evaluating whether an instrument is indexed to its own stock. The new guidance provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. Effective January 1, 2009, a warrant to purchase 70,365 shares of the Company’s Series A convertible preferred stock was reclassified from stockholders’ equity to accrued liabilities due to the presence of a warrant adjustment feature that allows for a change in the number of shares subject to issuance and the exercise price of the warrant under certain circumstances. The Company calculated the fair value of the warrant using an option pricing model, which approximates a binomial lattice model, and an accrued liability was established in the amount of $143,000. On January 1, 2009, the cumulative effect of $128,000 was recognized as a change in accounting principle and was recorded as an adjustment to the opening balance of accumulated deficit. As of December 31, 2009, the Company recalculated the fair value of the warrant and recorded $175,000 as other expense for the year ended December 31, 2009. The fair value of the warrant’s derivative liability was recalculated at each balance sheet date and the fair value of the remaining liability was marked to market and recognized in non-operating income until the warrant was exercised in May 2010. As a result of the exercise, the Company issued 70,365 shares of Series A convertible preferred stock and received proceeds of $23,000. The Company recalculated the fair value of the warrant at the date of exercise and recorded $92,000 as non-operating expense during the six months ended June 30, 2010.

Participating Securities

Effective January 1, 2009, the Company retrospectively adopted new authoritative guidance that clarified that instruments granted in share–based payment transactions that entitle their holders to receive non–forfeitable dividends prior to vesting should be considered participating securities. The Company has unvested common shares that were issued pursuant to the early exercise of employee stock options and contain non-forfeitable rights to dividends. These unvested common shares are considered participating securities and are deemed to be outstanding. As a result, the number of common shares associated with stock option activity for all prior periods presented have been adjusted for comparative purposes to conform to the new guidance.

Subsequent Events

Effective July 1, 2009, the Company adopted new authoritative guidance on management’s assessment of subsequent events. The new guidance clarifies that management must evaluate, as of each reporting period events

F-14

or transactions that occur after the balance sheet date. This guidance also refers to them as recognized and nonrecognized subsequent events and requires management to disclose the date through which subsequent events have been evaluated and whether that is the date on which the consolidated financial statements were issued or were available to be issued. In accordance with this guidance, the Company evaluated subsequent events through the consolidated financial statement issuance date. In February 2010, the Financial Accounting Standards Board (“FASB”) issued new authoritative guidance which requires an entity that is a filer with the Securities and Exchange Commission (“SEC”) to evaluate subsequent events through the date that the financial statements are issued or available to be issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements.

Accounting Codification

Effective July 1, 2009, the Company adopted The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. This standard establishes only two levels of GAAP, authoritative and non-authoritative. The FASB Accounting Standards Codification (the “Codification”) became the source of authoritative, non-governmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the Codification became non-authoritative. The Company began using the new guidelines and numbering system prescribed by the Codification when referring to GAAP during 2009. As the Codification was not intended to change or alter existing GAAP, it did not have any impact on the Company’s consolidated financial statements.

Fair Value Measurements

Effective January 1, 2010, the Company adopted new authoritative guidance on fair value measurements and disclosures. The new guidance requires additional disclosures regarding fair value measurements, amends disclosures about postretirement benefit plan assets, and provides clarification regarding the level of disaggregation of fair value disclosures by investment class. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for certain Level 3 activity disclosure requirements that will be effective for reporting periods beginning after December 15, 2010. Accordingly, the Company adopted this new guidance beginning January 1, 2010, except for the additional Level 3 requirements, which will be adopted in 2011. Level 3 assets and liabilities are those whose fair value inputs are unobservable and reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

3. FAIR VALUE MEASUREMENTS

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

•

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

F-15

•

Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of December 31, 2008 and 2009 and September 30, 2010, are summarized as follows (in thousands):


	December 31, 2008								December 31, 2009								September 30, 2010
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
																	(Unaudited)
Cash equivalents:
Money market funds	$	77,322	$	—	$	—	$	77,322	$	86,084	$	—	$	—	$	86,084	$	76,131	$	—	$	—	$	76,131
Restricted cash	$	—	$	218	$	—	$	218	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Accrued liabilities:
Warrant	$	—	$	—	$	—	$	—	$	—	$	—	$	318	$	318	$	—	$	—	$	—	$	—

Level 3 liabilities include a warrant, the value of which is determined based on an option pricing model that takes into account the contract terms as well as multiple inputs such as the Company’s stock price, risk-free interest rates and expected volatility that the Company could not corroborate with market data.

A reconciliation of the accrued liability related to the warrant measured and recorded at fair value on a recurring basis, using significant unobservable inputs (Level 3) is as follows (in thousands):


	Level 3
Balance at December 31, 2008	$	—
Cumulative effect of change in accounting principle		143
Change in fair value of warrant		175

Balance at December 31, 2009		318
Change in fair value of warrant (unaudited)		92
Repurchase of warrant (unaudited)		(410	)

Balance at September 30, 2010 (unaudited)	$	—

4. ASSET ACQUISITIONS

Acquisition of mSpoke, Inc.

On July 29, 2010, the Company completed its acquisition of substantially all the assets of mSpoke, Inc. (“mSpoke”), a privately held Pittsburgh, Pennsylvania-based provider of next generation personalization solutions. The Company provided consideration of $736,000 to be paid in cash for the intellectual property (substantially all the assets) of mSpoke.

The acquisition of mSpoke has been accounted for as a purchase of an asset and, accordingly, the total purchase price has been allocated to the identifiable intangible assets acquired and the liabilities assumed based on their respective fair values on the acquisition date. As a result of the acquisition of mSpoke, the Company recorded intangible assets of $736,000, which was comprised of developed technology. The overall weighted-average life of the identified intangible assets acquired in the purchase of mSpoke was 3.7 years. These identified intangible assets will be amortized on a straight-line basis over their estimated useful lives.

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Acquisition of ChoiceVendor, Inc.

On September 22, 2010, the Company completed its acquisition of ChoiceVendor, Inc. (“ChoiceVendor”), a privately held San Francisco, California-based provider of real-world ratings and reviews of business-to-business service providers in more than 70 categories across the United States. The Company provided consideration of approximately $4,989,000 to be paid in cash for all the issued and outstanding capital stock of ChoiceVendor.

The acquisition of ChoiceVendor has been accounted for as a purchase of an asset and, accordingly, the total purchase price has been allocated to the tangible and identifiable intangible assets acquired and the liabilities assumed based on their respective fair values on the acquisition date. As a result of the acquisition of ChoiceVendor, the Company recorded intangible assets of $5,153,000, which was comprised of $3,259,000 related to workforce in place, $1,470,000 related to developed technology, and $424,000 related to non-compete agreements, and net liabilities of $164,000. The overall weighted-average life of the identified intangible assets acquired in the purchase of ChoiceVendor was 2.0 years. These identified intangible assets will be amortized on a straight-line basis over their estimated useful lives.

The results of operations of mSpoke and ChoiceVendor were not material for the nine months ended September 30, 2010.

5. PROPERTY AND EQUIPMENT

The following table presents the detail of property and equipment, net, for the periods presented (in thousands):


	December 31,						September 30, 2010
	2008			2009			September 30, 2010
							(Unaudited)
Computer equipment	$	19,699		$	29,178		$	54,402
Software		4,708			6,623			7,684
Capitalized website and internal-use software		4,625			7,193			11,591
Furniture and fixtures		1,144			1,365			2,748
Leasehold improvements		1,006			2,175			5,079

Total		31,182			46,534			81,504
Less accumulated depreciation		(9,458	)		(20,804	)		(32,570	)

Property and equipment, net	$	21,724		$	25,730		$	48,934

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6. INTANGIBLE ASSETS

The following table presents the detail of intangible assets for the periods presented (dollars in thousands):


	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted- Average Remaining Life


December 31, 2008:
Patent	$	628	$	(122	)	$	506		2.4 years

December 31, 2009:
Patent	$	628	$	(331	)	$	297		1.4 years

September 30, 2010 (unaudited):
Patent	$	628	$	(489	)	$	139		0.7 years
Developed technology		2,206		(51	)		2,155		2.5 years
Non-compete agreements		424		(9	)		415		1.8 years
Workforce in place		3,259		(21	)		3,238		2.0 years

Total	$	6,517	$	(570	)	$	5,947		2.1 years

Amortization expense for the years ended December 31, 2008 and 2009 and the nine months ended September 30, 2009 and 2010 was $122,000, $209,000, $157,000 and $239,000, respectively. There was no amortization expense for the year ended December 31, 2007. Estimated future amortization expense as of September 30, 2010, is as follows (in thousands):


	(Unaudited)
2010 (remaining three months)	$	715
2011		2,900
2012		2,105
2013		144
2014		52
Thereafter		31

Total	$	5,947

7. ACCRUED LIABILITIES

The following table presents the detail of accrued liabilities for the periods presented (in thousands):


	December 31,				September 30, 2010
	2008		2009		September 30, 2010
					(Unaudited)
Accrued vacation and employee-related expenses	$	1,720	$	2,787	$	5,978
Exercise of unvested stock options		1,716		1,067		2,278
Accrued incentives		1,563		5,967		4,271
Accrued sales tax and value-added taxes		2,711		4,439		5,701
Other accrued expenses		2,514		4,092		7,441

Total	$	10,224	$	18,352	$	25,669

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8. OTHER INCOME (EXPENSE), NET

The following table presents the detail of other income (expense), net, for the periods presented (in thousands):


	Year Ended December 31,								Nine Months Ended September 30,
	2007			2008		2009			2009			2010
									(Unaudited)
Interest income	$	827		$	1,219	$	350		$	333		$	56
Interest expense		(12	)		—		—			—			—
Transaction gain (loss) on foreign exchange		—			33		51			105			(231	)
Other non-operating (loss) income, net		(42	)		25		(171	)		(79	)		(94	)

Other income (expense), net	$	773		$	1,277	$	230		$	359		$	(269	)

9. INCOME (LOSS) PER SHARE

Basic and diluted net income (loss) per common share is presented in conformity with the two-class method required for participating securities. Holders of Series A and Series B convertible preferred stock and Series C and D redeemable convertible preferred stock are each entitled to receive noncumulative dividends at the annual rate of $0.03, $0.05, $0.24 and $0.92 per share per annum, respectively, payable prior and in preference to any dividends on any shares of the Company’s common stock. In the event a dividend is paid on common stock, the holders of Series A and Series B convertible preferred stock and Series C and D redeemable convertible preferred stock are entitled to a proportionate share of any such dividend as if they were holders of common stock (on an as-if converted basis).

Under the two-class method, net income (loss) attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income less current period Series A and Series B convertible preferred stock and Series C and D redeemable convertible preferred stock non-cumulative dividends, between common stock and Series A and Series B convertible preferred stock and Series C and D redeemable convertible preferred stock. In computing diluted net income (loss) attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Basic net income (loss) per common share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Shares of common stock subject to repurchase resulting from the early exercise of employee stock options are considered participating securities and are therefore included in the basic weighted-average common shares outstanding. Diluted net income per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding, including potential dilutive common shares assuming the dilutive effect of outstanding stock options using the treasury stock method.

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The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):


	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
										(Unaudited)
Net income (loss)	$	328		$	(4,522	)	$	(3,973	)	$	(3,381	)	$	10,068
Less: undistributed earnings allocated to preferred stockholders		(328	)		—			—			—			(8,215	)

Net income (loss) attributable to common stockholders	$	—		$	(4,522	)	$	(3,973	)	$	(3,381	)	$	1,853

Basic shares:
Weighted-average common shares outstanding		38,092			42,389			41,184			41,032			42,239

Diluted shares:
Weighted-average shares used to compute basic net income (loss) per share		38,092			42,389			41,184			41,032			42,239
Effect of potentially dilutive securities:
Employee stock options		869			—			—			—			3,247

Weighted-average shares used to compute diluted net income (loss) per share		38,961			42,389			41,184			41,032			45,486

Net income (loss) per share attributable to common stockholders:
Basic	$	0.00		$	(0.11	)	$	(0.10	)	$	(0.08	)	$	0.04

Diluted	$	0.00		$	(0.11	)	$	(0.10	)	$	(0.08	)	$	0.04

Unaudited Pro Forma Net (Loss) Income Per Share

Pro forma basic and diluted net (loss) income per share were computed to give effect to the conversion of the Series A and Series B convertible preferred stock and Series C and D redeemable convertible preferred stock and certain preferred stock warrants using the as-if converted method into common shares as though the conversion had occurred as of the beginning of the period or the original date of issuance, if later.

F-20

The following table presents the calculation of basic and diluted pro forma basic and diluted net (loss) income per share (in thousands, except per share data):


	Year Ended December 31, 2009			Nine Months Ended September 30, 2010
				(Unaudited)
Net (loss) income	$	(3,973	)	$	10,068

Basic shares:
Weighted-average shares used to compute basic net (loss) income per share		41,184			42,239
Pro forma adjustment to reflect assumed conversion of preferred stock to occur upon consummation of the Company’s expected initial public offering		45,577			45,613
Pro forma adjustment to reflect assumed conversion of warrants to acquire convertible preferred stock to occur upon consummation of the Company’s expected initial public offering		61			32

Weighted-average shares used to compute basic pro forma net (loss) income per share		86,822			87,884

Diluted shares:
Weighted-average shares used to compute basic pro forma net (loss) income per share		86,822			87,884
Effect of potentially dilutive securities:
Employee stock options		—			3,247

Weighted-average shares used to compute diluted net (loss) income per share		86,822			91,131

Pro forma net (loss) income per share attributable to common stockholders:
Basic	$	(0.05	)	$	0.11

Diluted	$	(0.05	)	$	0.11

The following weighted-average employee stock options were excluded from the calculation of diluted net income (loss) per share and pro forma diluted net (loss) income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):

Year Ended December 31,

Nine Months Ended
September 30,

2007

2008

2009

2010

(Unaudited)

Employee stock options

1,569

4,165

9,687

8,965

2,876

10. COMMITMENTS AND CONTINGENCIES

Office Facility Lease—The Company leases its office facilities under an operating lease agreement that expires in 2015. The terms of the lease agreement provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period.

Rental expense, principally for leased office space under operating lease commitment, was $897,000, $2,116,000, and $2,790,000 for the years ended December 31, 2007, 2008, and 2009, respectively, and $2,085,000 and $2,645,000 for the nine months ended September 30, 2009 and 2010, respectively.

F-21

Aggregate Future Lease Commitments—The Company’s future minimum payments under noncancelable operating leases for office facilities having initial terms in excess of one year as of December 31, 2009, are as follows (in thousands):


Year Ending December 31,	Operating Leases⁽¹⁾
2010	$	2,285
2011		2,740
2012		2,383
2013		2,171
2014		2,240
Thereafter		755

Total minimum lease payments	$	12,574

(1)

Subsequent to December 31, 2009, the Company leased additional facilities in Mountain View, California; New York, New York; London, England; Mumbai, India; Dublin, Ireland; and other various locations. The longest lease expires in 2015 and aggregate future minimum lease payments are approximately $10,554,000.

Legal Proceedings—The Company is subject to legal proceedings arising in the ordinary course of business. Although occasional adverse decisions or settlements may occur, management believes that the final disposition of such matters will not have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.

Indemnifications—In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements and out of intellectual property infringement claims made by third parties. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, it may have recourse against third parties for certain payments. In addition, the Company has indemnification agreements with certain of its directors and executive officers that require it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers with the Company. The terms of such obligations may vary.

11. REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

Preferred Stock—The Company is authorized to issue 45,847,563 shares of preferred stock. As of December 31, 2009 and September 30, 2010, 17,168,214 and 17,238,579 shares designated as Series A convertible preferred stock, respectively, were issued and outstanding. As of December 31, 2009 and September 30, 2010, 17,450,991 shares designated as Series B convertible preferred stock, 4,357,644 designated as Series C redeemable convertible preferred stock and 6,599,987 designated as Series D redeemable convertible preferred stock were issued and outstanding.

Dividends—The holders of the Series A, Series B, Series C, and Series D preferred stock are entitled to receive, if and when as declared by the Board of Directors, cash dividends at the rate of $0.03, $0.05, $0.24 and $0.92 per share per annum, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations, and the like with respect to such shares). Such dividends are noncumulative. As long as any shares of preferred stock are outstanding, no dividends can be declared or paid to common stockholders without the consent of a majority of holders of preferred stock. In the event of consent by a majority of preferred stockholders, preferred stockholders shall participate equally with common stockholders in any dividends declared on an as-converted basis. As of December 31, 2008 and 2009 and September 30, 2010, no dividends were declared or paid on the preferred stock.

F-22

Liquidation Preference—In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series A, Series B, Series C, and Series D preferred stock shall be entitled to receive a liquidation preference of $0.32, $0.57, $2.94, and $11.47 per share, respectively, plus any declared and unpaid dividends. After full payment of the liquidation preference, the remaining assets of the Company legally available for distribution shall be distributed equally between preferred and common stockholders.

Voting—The holders of Series A, Series B, Series C, and Series D preferred stock are entitled to the number of votes equal to the number of shares of common stock into which the preferred stock is convertible, subject to certain limitations.

Conversion—Each share of preferred stock is convertible, at the option of the holder, according to a conversion ratio, into common stock which is fully paid and non-assessable, subject to certain adjustments. Each share of any series preferred stock shall automatically be converted into shares of common stock at the time of a public offering resulting in net aggregate proceeds (before deducting applicable underwriting discount and commissions) of at least $125,000,000 (“qualified public offering”), sale of substantially all the Company’s assets, merger or reorganization resulting in less than a majority of ownership by the pre-transaction voting stockholders. The initial conversion ratio is 1-to-1, subject to certain antidilution adjustments as set forth in the Company’s certificate of incorporation, principally for certain additional issues of shares. Additionally, adjustments will be made for common stock dividends and combinations or splits. As of December 31, 2008 and 2009 and September 30, 2010, the conversion ratio for all series of preferred stock was 1-to-1.

Redemption—Series A and Series B preferred stock is not redeemable at the option of the holder. Series C and Series D preferred stock is not redeemable at the option of the holder except at the time of a public offering in which the public offering price per share of common stock (net of underwriting discounts and commissions) is less than a certain price threshold for each such series (a “Series C Triggering IPO” and a “Series D Triggering IPO,” respectively). In the event of a Series C Triggering IPO or Series D Triggering IPO, as applicable, certain Series C and Series D preferred stockholders, as applicable, have the right, at the holder’s sole discretion, to sell to the Company, all or a portion of its shares at a price per share equal to the greater of (a) the net price per share offered to the public in the Series C Triggering IPO or Series D Triggering IPO, as applicable, after the deduction of underwriting discounts or (b) $2.94 per Series C share and/or $11.47 per Series D share (adjusted for splits, stock dividends, reclassifications, and conversion price adjustments). The number of shares that the holders of Series C preferred stock and the holders of Series D preferred stock may require the Company to repurchase is limited to an aggregate value of $12,500,000 and $75,701,851, respectively. As the Series C and Series D preferred stock have a redemption price that is variable based on a contingent future event, the Company will evaluate on a periodic basis if any of these triggering events have occurred to determine if there is any positive intrinsic value between the conversion price and the market value. Upon occurrence of a triggering event, a deemed beneficial conversion feature would be recognized in the consolidated financial statements at that date. The Series C and Series D preferred stock are classified outside of permanent equity as “Mezzanine.”

Warrant—In connection with the line of credit agreement, on September 20, 2004, the Company issued a warrant to purchase 70,365 shares of Series A convertible preferred stock with an exercise price of $0.32 per share. The fair value of the warrant, based on an option valuation model, which approximates a binomial lattice model, was $15,000 and was reflected as a discount to borrowings under the financing. The warrant was exercisable for seven years from the date of issuance. At December 31, 2008 and 2009, the warrant for 70,365 shares of Series A convertible preferred stock was outstanding.

In May 2010, the warrant was exercised. As a result, the Company issued 70,365 shares of Series A convertible preferred stock and received proceeds of $23,000. The Company recalculated the fair value of the warrant using an option pricing model at the date of exercise and recorded $92,000 as other expense for the six months ended June 30, 2010.

F-23

Common Stock—At December 31, 2009 and September 30, 2010, there were 120,000,000 shares of common stock authorized, and 41,745,728 and 42,841,084 shares, respectively, issued and outstanding. Holders of common stock are entitled to dividends if and when declared by the Board of Directors and after obtaining the majority consent of preferred stockholders.

Common Stock Reserved for Future Issuance—As of December 31, 2009, the Company had reserved the following shares of common stock for future issuances in connection with the following:


Series A convertible preferred stock			17,168,214
Series B convertible preferred stock			17,450,991
Series C redeemable convertible preferred stock			4,357,644
Series D redeemable convertible preferred stock			6,599,987
Warrants to purchase Series A convertible preferred stock			70,365
Stock option plan:
Options outstanding			12,563,548
Options available for future grants			1,254,354

Total			59,465,103

Stock Option Plan—Under the 2003 incentive stock option plan (the “Plan”), 30,914,756 and 34,814,756 shares of common stock are reserved for the issuance of incentive stock options (“ISOs”) or nonstatutory stock options (“NSOs”) to eligible participants as of December 31, 2009 and September 30, 2010, respectively. The ISOs may be granted at a price per share not less than the fair value at the date of grant. The NSOs may be granted at a price per share not less than 85% of the fair value at the date of grant. Options granted to date generally vest over a four-year period with 25% vesting at the end of one year and the remaining to vest monthly thereafter. Options granted generally are exercisable up to 10 years. Option holders are allowed to exercise unvested options to acquire restricted shares. Upon termination of service, the Company has the right to repurchase at the original purchase price any unvested (but issued) common shares. Common shares purchased under the Plan are subject to certain restrictions, including the right of first refusal by the Company for sale or transfer of these shares to outside parties. The Company’s right of first refusal terminates upon completion of an initial public offering of common stock.

Early Exercise of Stock Options—The Company has issued common stock of 626,000, 289,000 and 489,000 shares during the years ended December 31, 2008 and 2009 and the nine months ended September 30, 2010, respectively, for stock options exercised prior to vesting via cash exercise. The unvested shares are subject to the Company’s repurchase right at the original purchase price. The proceeds initially are recorded as an accrued liability from the early exercise of stock options (see Note 7, Accrued Liabilities), and reclassified to common stock as the Company’s repurchase right lapses. During the years ended December 31, 2008 and 2009 and the nine months ended September 30, 2010, the Company repurchased 649,875, 225,983 and 233,797 shares, respectively, of common stock related to unvested stock options, at the original exercise price due to the termination of employees. During the years ended December 31, 2008 and 2009, the Company also reacquired 327,592 and 1,645,826 shares, respectively, of common stock related to unvested stock options originally tendered by executing notes payable to the Company. The shares were reacquired due to the termination of the respective employees. The Company did not reacquire any shares of common stock related to unvested stock options originally tendered by executing notes payable during the nine months ended September 30, 2010. At December 31, 2008 and 2009 and September 30, 2010, 2,883,851, 1,312,493, and 930,281 shares held by employees were subject to repurchase at an aggregate price of $1,716,000, $1,067,000, and $2,278,000, respectively.

On March 3, 2009, the Company’s Board of Directors approved an executive loan program. The program allows certain executives of the Company to exercise options to purchase common stock of the Company granted to them by executing promissory notes payable to the Company in an aggregate principal amount not to exceed

F-24

$750,000 per participating executive. The loan program contains provisions to ensure compliance with federal securities laws, which prohibit companies from extending credit to certain executives. The Company has the right to repurchase some or all of the shares by cancellation of the notes in advance of filing a registration statement with the SEC. Promissory notes payable to the Company were $713,000, $3,211,000, and $3,555,000 as of December 31, 2008 and 2009 and September 30, 2010, respectively, but are not recorded within the consolidated balance sheet as these notes are considered in substance non-recourse. See Note 16, Subsequent Events, for further information.

A summary of stock option activity for the year ended December 31, 2009 and the nine months ended September 30, 2010, is as follows:


	Options Outstanding					Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
	Number of Shares			Weighted-Average Exercise Price				Aggregate Intrinsic Value (in thousands)
Outstanding—December 31, 2008		5,100,143		$	2.84
Granted		9,513,362			2.73
Exercised		(1,704,436	)		2.06
Canceled or expired		(345,521	)		1.83

Outstanding—December 31, 2009		12,563,548		$	2.37
Granted (unaudited)		4,475,238			6.45
Exercised (unaudited)		(1,329,153	)		2.30
Canceled or expired (unaudited)		(684,755	)		2.58

Outstanding—September 30, 2010 (unaudited)		15,024,878		$	3.58		8.67	$	70,489

Options vested and expected to vest as of December 31, 2009		11,935,506		$	2.35		8.55	$	13,783

Options vested and exercisable as of December 31, 2009		2,561,452		$	1.55		8.12	$	4,994

Options vested and expected to vest as of September 30, 2010 (unaudited)		13,662,811		$	3.48		8.62	$	65,438

Options vested and exercisable as of September 30, 2010 (unaudited)		3,699,614		$	1.91		7.71	$	23,513

Aggregate intrinsic value represents the difference between the Company’s estimated fair value of its common stock and the exercise price of outstanding, in-the-money options. The Company’s estimated fair value of its common stock was $3.50 and $8.27 as of December 31, 2009 and September 30, 2010, respectively. The total intrinsic value of options exercised was approximately $3,400,000, $1,600,000, $2,500,000, and $7,900,000 for the years ended December 31, 2007, 2008, and 2009, and for the nine months ended September 30, 2010, respectively. The weighted-average grant date fair value of options granted was $0.79, $2.67, $1.68, and $3.54 for the years ended December 31, 2007, 2008, and 2009, and for the nine months ended September 30, 2010, respectively.

As of December 31, 2009 and September 30, 2010, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested stock options was approximately $20,039,000 and $24,179,000, which is expected to be recognized over the next 3.03 years and 2.89 years, respectively.

F-25

The following table summarizes information about outstanding and vested stock options as of December 31, 2009:


	Options Outstanding						Options Vested and Exercisable
Exercise Price	Number of Shares Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
$0.06 - $0.12		359,375		6.04	$	0.10		310,030	$	0.10
$0.46 - $0.60		964,551		7.60		0.48		528,824		0.48
$1.50 - $2.00		851,745		8.04		1.51		388,140		1.51
$2.32		7,145,377		9.04		2.32		1,330,125		2.32
$3.50		3,236,000		9.81		3.50		—		—
$5.56		6,500		8.66		5.56		4,333		5.56

Total		12,563,548		8.97	$	2.37		2,561,452	$	1.55

Stock-Based Compensation Expense—The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the Company’s common stock, the expected term (the period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, a risk-free interest rate, and expected dividends. The Company also estimates forfeitures of unvested stock options. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensation cost is recorded for options that do not vest. The Company uses the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, and volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses an expected dividend yield of zero, as it does not anticipate paying any dividends in the foreseeable future. Expected forfeitures are based on the Company’s historical experience.

The Company uses the straight-line method for expense attribution. The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented:


	Year Ended December 31,									Nine Months Ended September 30, 2010
	2007			2008			2009			Nine Months Ended September 30, 2010
										(Unaudited)
Volatility		67	%		70	%		67	%		58	%
Expected dividend yield		—			—			—			—
Risk-free rate		4.44	%		3.14	%		2.37	%		2.19	%
Expected term (in years)		6.08			6.08			6.01			6.08

F-26

The following table presents the effects of stock-based compensation related to stock-based awards to employees and nonemployees on the Company’s consolidated statements of operations during the periods presented (in thousands):


	Year Ended December 31,						Nine Months Ended September 30,
	2007		2008		2009		2009		2010
							(Unaudited)
Cost of revenue	$	87	$	298	$	370	$	228	$	301
Sales and marketing		163		513		657		458		844
Product development		599		1,214		2,346		1,646		2,155
General and administrative		956		2,580		2,779		1,974		2,820

Total stock-based compensation	$	1,805	$	4,605	$	6,152	$	4,306	$	6,120

During the years ended December 31, 2007, 2008 and 2009, and the nine months ended September 30, 2009 and 2010, the Company capitalized $35,000, $87,000, $118,000, $83,000 and $210,000, respectively, of stock-based compensation as website development costs. Management accelerated the vesting terms for certain employee options, which resulted in an additional $1,200,000 and $94,000 of stock-based compensation expense for the years ended December 31, 2008 and 2009, respectively. There were no material modifications to stock option awards for the year ended December 31, 2007 or the nine months ended September 30, 2010.

On February 24, 2009, the Company’s Board of Directors approved a common stock option repricing whereby previously granted and unexercised options held by current employees with exercise prices above $2.32 were repriced to $2.32 per share which represented the per share fair value of the Company’s common stock as of the date of the repricing, with no modification to the vesting schedule of the previously issued options. As a result, 2,429,750 options originally granted to purchase common stock at prices ranging from $2.50 to $5.56 were repriced under this program. This repricing is estimated to result in incremental stock-based compensation expense of $909,000. Expense related to vested shares was expensed on the repricing date and expense related to nonvested shares is being amortized over the remaining term of the option.

12. INCOME TAXES

The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.

The following table presents domestic and foreign components of income (loss) before income taxes for the periods presented (in thousands):


	Year Ended December 31,
	2007		2008			2009
United States	$	341	$	(4,360	)	$	(2,644	)
Foreign		—		128			(481	)

Total	$	341	$	(4,232	)	$	(3,125	)

F-27

The following table presents the components of the provision for income taxes for the periods presented (in thousands):


	Year Ended December 31,
	2007		2008		2009
Current:
Federal	$	—	$	—	$	129
State		13		243		560
Foreign		—		47		205

Total current		13		290		894

Deferred:
Foreign		—		—		(46	)

Total deferred		—		—		(46	)

Total provision	$	13	$	290	$	848

The following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate for the periods presented:


	Year Ended December 31,
	2007			2008			2009
U.S. federal taxes at statutory rate		34	%		34	%		34	%
State income taxes, net of federal benefit		5			(2	)		(12	)
Foreign rate differential		—			—			(10	)
Permanent differences		9			(1	)		(6	)
Stock-based compensation		68			(14	)		(32	)
Change in valuation allowance		(14	)		(47	)		(24	)
Research and development credits		(102	)		14			25
Other		4			9			(2	)

Total		4	%		(7	)%		(27	)%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented (in thousands):


	December 31,
	2008			2009
Deferred tax assets:
Accruals and reserves	$	2,497		$	4,884
Net operating loss carryover		4,651			2,467
Tax credit carryforwards		1,846			2,972
Stock-based compensation		1,567			2,841
Amortization		43			113
Other		3			194

Total deferred tax assets		10,607			13,471
Less valuation allowance		(7,017	)		(8,625	)

Net deferred tax assets		3,590			4,846
Deferred tax liability—depreciation		(3,590	)		(4,800	)

Total net deferred tax assets	$	—		$	46

F-28

Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of the U.S. deferred tax assets can be realized as of December 31, 2009. Accordingly, the Company has recorded a full valuation allowance on its U.S. deferred tax assets. The valuation allowance increased by $1,608,000 during 2009.

Pursuant to authoritative guidance, the benefit of stock options will only be recorded to stockholders’ equity when cash taxes payable is reduced. As of December 31, 2009, the portion of net operating loss related to stock options is approximately $88,000.

As of December 31, 2009, the Company had net operating loss carryforwards for federal income tax purposes of approximately $5,298,000, which expire at various dates beginning in the year 2023, if not utilized. The Company had net operating loss carryforwards for state income tax purposes of approximately $6,526,000, which expire at various dates beginning in the year 2013, if not utilized.

As of December 31, 2009, the Company had research and development carryforwards for federal income tax purposes of approximately $3,083,000, which expire at various dates beginning in the year 2023 if not utilized. The Company had research and development carryforwards for state income tax purposes of approximately $2,593,000, which can be carried forward indefinitely. The Company had minimum tax credit carryforwards for federal income tax purposes of approximately $126,000, which can be carried forward indefinitely.

Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company believes an ownership change, as defined under Section 382 of the Internal Revenue Code may have, existed in prior years. The Company does not expect the limitation to result in a reduction in total amount utilizable.

Effective January 1, 2007, the Company adopted new authoritative guidance to create a single model to address accounting for uncertainty in tax positions. The new authoritative guidance clarified the accounting for income taxes by prescribing a consistent recognition threshold and measurement attribute that a tax position is required to meet before being recognized in the consolidated financial statements. It also provided guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, and income tax disclosure. This authoritative guidance utilizes a two-step approach for evaluating uncertain tax positions. The first step requires a company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. The second step is based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement. The cumulative effect of the new authoritative guidance on January 1, 2007, is recorded as an adjustment to the opening balance of accumulated deficit on the adoption date. The cumulative effect of the new authoritative guidance did not impact the opening balance of accumulated deficit as the Company has a full valuation allowance on its deferred tax assets. The total amount of gross unrecognized tax benefits at adoption was $718,000, none of the unrecognized tax benefits, if recognized, would affect the effective tax rate.

F-29

As of December 31, 2009, the Company had approximately $2,887,000 in total unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):


Balance—January 1, 2007	$	718
Tax positions related to current year—additions		377

Balance—December 31, 2007	$	1,095
Tax positions related to current year—additions		887

Balance—December 31, 2008	$	1,982
Tax positions related to current year—additions		905

Balance—December 31, 2009	$	2,887

If the $2,887,000 of unrecognized tax benefit as of December 31, 2009 is recognized, approximately $14,000 would decrease the effective tax rate in the period in which each of the benefits is recognized. The remaining amount would be offset by the reversal of related deferred tax assets on which a valuation allowance is placed. The Company does not expect any material changes to its unrecognized tax benefits within the next twelve months.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. There were no interest and penalties associated with the unrecognized tax benefits accrued upon the adoption of new authoritative guidance on January 1, 2007. As of December 31, 2009, penalties and interest were immaterial.

The Company files income tax returns in the United States on a federal basis, California, and other states. The tax years 2005-2008 remain open to examination in the United States and California, which are the major taxing jurisdictions in which the Company is subject to tax.

The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiary as such earnings are to be reinvested indefinitely.

13. RELATED-PARTY TRANSACTIONS

In March 2008, the Company’s chair and president, Mr. Hoffman, made a personal loan to an employee of the Company. Proceeds from the personal loan were used by the employee to early exercise stock options. In May 2009, the Company entered into an option exercise and repurchase agreement with the employee. Under this agreement, the Company loaned the employee $680,000, which was used to repay Mr. Hoffman the original loan amount plus accrued interest. This in substance non-recourse note receivable was collateralized by personal assets and certain vested and unvested shares that were previously purchased by the employee upon early exercise of stock options in March 2008 and bore interest at the rate per annum of 2.05%, compounded annually. The Company recorded the transaction by reducing its share repurchase liability for $482,000 related to the unvested shares and a repurchase of vested shares of $198,000. This loan was repaid in full by the employee in January 2011.

In June 2008, the Company entered into a membership units purchase agreement with the Company’s chair and president at the time, Mr. Hoffman, to purchase the units owned by the Company’s chairman in Degrees of Connection LLC (“Degrees LLC”), the sole owner of a patent and certain related technology and intellectual property rights. The Company’s chair owned 50% of the membership units of Degrees LLC, and the Company purchased his entire interest in Degrees LLC for approximately $628,000 in cash. This amount is included within intangible assets. The Company and the other owner of Degrees LLC have a non-exclusive license to the patent owned by Degrees LLC. If, at a future date, (i) the Company acquires sole ownership of the patent owned by Degrees and (ii) the Company sells the patent or is acquired by a third party, it must pay the chairman an additional amount of cash equal to 80% of the aggregate sales price of the patent or the portion of the sales price of the Company attributable to the patent, reduced by the aggregate purchase price of the Company’s membership units of Degrees LLC and the amount paid by the Company to acquire the patent owned by Degrees LLC.

F-30

In July 2008, the Company repurchased 575,000 shares of common stock from an executive officer of the Company at a price of $5.56 per share. The purchase price per share was based upon an independent valuation of the fair value of common stock. Total fair value of stock repurchased was $3,197,000.

14. INFORMATION ABOUT REVENUE AND GEOGRAPHIC AREAS

The Company considers operating segments to be components of the Company in which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by product line and geographic region for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single reporting segment and operating unit structure.

Revenue by geography is based on the shipping address of the customer. The following tables present the Company’s revenue by product line, as well as revenue and long-lived assets by geographic region for the periods presented (in thousands):

Net revenue


	Year Ended December 31,						Nine Months Ended September 30,
	2007		2008		2009		2009		2010
							(Unaudited)
Net revenue by product:
Hiring Solutions	$	7,467	$	17,352	$	36,136	$	23,753	$	65,926
Marketing Solutions		7,780		25,972		38,278		23,820		51,370
Premium Subscriptions		17,239		35,449		45,713		33,221		44,107

Total	$	32,486	$	78,773	$	120,127	$	80,794	$	161,403


	Year Ended December 31,						Nine Months Ended September 30,
	2007		2008		2009		2009		2010
							(Unaudited)
Net revenue by geographic location:
United States	$	25,512	$	61,211	$	88,483	$	60,128	$	118,564
All other countries ⁽¹⁾		6,974		17,562		31,644		20,666		42,839

Total	$	32,486	$	78,773	$	120,127	$	80,794	$	161,403

(1)

During the year ended December 31, 2009, 10% of total revenue was derived from customers in the United Kingdom. No other country exceeded 10% of total revenue during any of the other periods presented.

No individual customer accounted for 10% or more of consolidated net revenue or accounts receivable for any of the periods presented.

F-31

Long-Lived Assets


	December 31,						September 30, 2010
	2007		2008		2009		September 30, 2010
							(Unaudited)
United States	$	9,702	$	21,717	$	25,648	$	47,683
All other countries		—		7		82		1,251

Total property and equipment, net	$	9,702	$	21,724	$	25,730	$	48,934

15. EMPLOYEE BENEFITS PLANS

The Company has established a 401(k) tax-deferred savings plan covering all employees who satisfy certain eligibility requirements. The 401(k) plan allows each participant to defer up to 75% of their eligible compensation subject to applicable annual limits pursuant to the limits established by the Internal Revenue Service. The Company did not match any employee contributions during any of the periods presented. Effective January 1, 2011, the Company matched any contributions made by the employees, including executives, up to 1.5% of an employee’s total annual compensation up to the annual limits established by the Internal Revenue Service.

16. SUBSEQUENT EVENTS

From October 1, 2010 to December 31, 2010, the Company’s Board of Directors approved stock option grants for the purchase of 807,495 shares of common stock. The stock options were granted under the Plan and have exercise prices ranging from $8.97 to $14.46 per share. The options generally vest over a four-year period with 25% vesting at the end of one year and the remaining to vest monthly thereafter.

In January 2011, promissory notes outstanding as of September 30, 2010 under the executive loan program (see Note 11, Redeemable Convertible Preferred Stock and Stockholders’ Equity) were repaid in full.

In January 2011, the Company completed its acquisition of CardMunch, Inc. (“CardMunch”), a privately held Mountain View, California-based provider of mobile business card transcription services. The Company provided consideration of approximately $2,394,000 to be paid in cash for all the issued and outstanding capital stock of CardMunch.

* * * * * *

F-32

LOGO

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale and distribution of the securities being registered. All amounts are estimated except the SEC registration fee and the FINRA filing fee. All the expenses below will be paid by the Registrant.


Item	Amount
SEC registration fee	$	20,318
FINRA filing fee		18,000
Initial listing fee
Legal fees and expenses
Accounting fees and expenses
Printing and engraving expenses
Transfer agent and registrar fees and expenses
Blue Sky fees and expenses
Miscellaneous fees and expenses

Total	$

Item 14.

Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.

Our amended and restated certificate of incorporation to be in effect upon the completion of this offering provides for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and our amended and restated bylaws to be in effect upon the completion of this offering provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.

In addition, we have entered into indemnification agreements with our directors, officers and some employees containing provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements require us, among other things, to indemnify our directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of the Registrant and its officers and directors for certain liabilities arising under the Securities Act and otherwise.

Item 15.

Recent Sales of Unregistered Securities

During the last three years, the Registrant made sales of the following unregistered securities:

Sales of Preferred Stock

From June 2008 through September 2008, the Registrant sold an aggregate of 6,599,987 shares of its Series D preferred stock to a total of 13 accredited investors at a purchase price per share of $11.47, for an aggregate purchase price of $75,701,851.

II-1

In May 2010, the Registrant sold 70,365 shares of its Series A preferred stock to an accredited investor on the exercise of an outstanding warrant at a purchase price per share of $0.32 for an aggregate purchase price of $22,500.

Option and Common Stock Issuances

From January 1, 2008 through December 31, 2010, the Registrant granted to its employees, consultants and other service providers options to purchase an aggregate of 12,566,833 shares of common stock under the Registrant’s Amended and Restated 2003 Stock Incentive Plan, or the 2003 Plan, at exercise prices ranging from $1.50 to $14.46 per share, which includes options to purchase shares of common stock that were repriced on a one-for-one basis to $2.32 per share in February 2009.

From January 1, 2008 through December 31, 2010, the Registrant granted to certain executive officers, directors and other investors options and rights to purchase an aggregate of 8,196,662 shares of common stock under the 2003 Plan at exercise prices ranging from $2.00 to $6.20 per share, which includes options to purchase shares of common stock that were repriced on a one-for-one basis to $2.32 per share in February 2009.

From January 1, 2008 through December 31, 2010, the Registrant issued and sold to its employees, consultants and other service providers an aggregate of 2,135,541 shares of common stock upon the exercise of options under the 2003 Plan at exercise prices ranging from $0.03 to $14.46 per share, for an aggregate exercise price of $4,320,630.

From January 1, 2008 through December 31, 2010, the Registrant issued and sold to certain executive officers, directors and other investors an aggregate of 2,414,031 shares of common stock upon the exercise of options under the 2003 Plan at exercise prices ranging from $0.46 to $6.20 per share, for an aggregate exercise price of $5,605,302.

Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with the Registrant, to information about the Registrant. The sales of these securities were made without any general solicitation or advertising.

Item 16.

Exhibits and Financial Statements

(a) Exhibits


Exhibit Number		Description of Exhibit
1.1*		Form of Underwriting Agreement.
3.1*		Amended and Restated Certificate of Incorporation, as amended, of LinkedIn Corporation, as currently in effect.
3.2*		Form of Amended and Restated Certificate of Incorporation of LinkedIn Corporation to be in effect upon completion of the offering.
3.3*		Bylaws of LinkedIn Corporation, as currently in effect.
3.4*		Form of Amended and Restated Bylaws of LinkedIn Corporation, to be in effect upon completion of the offering.
4.1*		Form of LinkedIn Corporation’s Class A Common Stock Certificate.
4.2		Third Amended and Restated Investors’ Rights Agreement, by and among LinkedIn Corporation and the investors listed on Exhibit A thereto, dated June 13, 2008.
5.1*		Form of Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1+		Amended and Restated 2003 Stock Incentive Plan and Form of Stock Option Agreement.
10.2+*		2011 Equity Incentive Plan and Form of Stock Option Agreement under 2011 Equity Incentive Plan.

II-2


Exhibit Number		Description of Exhibit
10.3*		Form of Indemnification Agreement by and between LinkedIn Corporation and each of its directors and executive officers.
10.4+		Offer Letter, between LinkedIn Corporation and Jeffrey Weiner, dated September 9, 2009, effective June 24, 2009, as amended.
10.5+		Offer Letter, between LinkedIn Corporation and Steven Sordello, dated June 14, 2007.
10.6+		Offer Letter, between LinkedIn Corporation and David Henke, dated October 28, 2009.
10.7+		Offer Letter, between LinkedIn Corporation and Dipchand Nishar, dated November 17, 2008.
10.8+		Offer Letter, between LinkedIn Corporation and Erika Rottenberg, dated May 22, 2008.
10.9+		Form of Stock Purchase Agreements by and between LinkedIn Corporation and Steven Sordello, and schedule of omitted material details thereto.
10.10+		Form of Option Exercise and Repurchase Agreements by and between LinkedIn Corporation and Jeffrey Weiner, Steven Sordello, Dipchand Nishar and Erika Rottenberg, and schedule of omitted material details thereto.
10.11+*		2010 Executive Bonus Compensation Plan.
10.12		Membership Units Purchase Agreement by and between LinkedIn Corporation and Reid Hoffman, dated June 13, 2008.
10.13		Master Services Agreement by and between LinkedIn Corporation and Equinix Operating Co., Inc., dated February 27, 2008.
10.13A†		Amendment No. 1 to the Master Services Agreement by and between LinkedIn Corporation and Equinix Operating Co., Inc., dated June 1, 2010.
10.14		Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated March 20, 2007.
10.14A		First Amendment to Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated September 24, 2007.
10.14B		Second Amendment to Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated June 25, 2008.
10.14C		Third Amendment to Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated December 18, 2009.
10.14D		Fourth Amendment to Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated March 3, 2010.
10.14E		Fifth Amendment to Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated December 17, 2010.
10.15		Sublease by and between LinkedIn Corporation and Omnicell, Inc., dated January 4, 2011.
10.16		Sublease by and between LinkedIn Corporation and Actel Corporation, dated February 18, 2010.
21.1		List of subsidiaries.
23.1*		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
23.2		Consent of Deloitte & Touche LLP, independent registered public accounting firm.
24.1		Power of Attorney (see page II-5 to this registration statement).

To be filed by amendment.

Indicates a management contract or compensatory plan.

†

Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.

II-3

Item 17.

Undertakings

Insofar as indemnification for liabilities arising under the Securities Act may be permitted as to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus as filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we have duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on the 26th day of January, 2011.


LINKEDIN CORPORATION

By:		/s/ Jeffrey Weiner
		Jeffrey Weiner Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven Sordello and Erika Rottenberg, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-1 of LinkedIn Corporation, and any or all amendments (including post-effective amendments) thereto and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Jeffrey Weiner Jeffrey Weiner	Chief Executive Officer and Director (principal executive officer)	January 26, 2011

/s/ Steven Sordello Steven Sordello	Chief Financial Officer (principal financial officer)	January 26, 2011

/s/ Kent Buller Kent Buller	Controller (principal accounting officer)	January 26, 2011

/s/ A. George “Skip” Battle A. George “Skip” Battle	Director	January 26, 2011

/s/ Reid Hoffman Reid Hoffman	Chair of the Board of Directors	January 26, 2011

/s/ Leslie Kilgore Leslie Kilgore	Director	January 26, 2011

/s/ Stanley Meresman Stanley Meresman	Director	January 26, 2011

/s/ Michael Moritz Michael Moritz	Director	January 26, 2011

/s/ David Sze David Sze	Director	January 26, 2011

II-5

EXHIBIT INDEX


Exhibit Number		Description of Exhibit
1.1*		Form of Underwriting Agreement.
3.1*		Amended and Restated Certificate of Incorporation, as amended, of LinkedIn Corporation, as currently in effect.
3.2*		Form of Amended and Restated Certificate of Incorporation of LinkedIn Corporation to be in effect upon completion of the offering.
3.3*		Bylaws of LinkedIn Corporation, as currently in effect.
3.4*		Form of Amended and Restated Bylaws of LinkedIn Corporation, to be in effect upon completion of the offering.
4.1*		Form of LinkedIn Corporation’s Class A Common Stock Certificate.
4.2		Third Amended and Restated Investors’ Rights Agreement, by and among LinkedIn Corporation and the investors listed on Exhibit A thereto, dated June 13, 2008.
5.1*		Form of Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1+		Amended and Restated 2003 Stock Incentive Plan and Form of Stock Option Agreement.
10.2+*		2011 Equity Incentive Plan and Form of Stock Option Agreement under 2011 Equity Incentive Plan.
10.3*		Form of Indemnification Agreement by and between LinkedIn Corporation and each of its directors and executive officers.
10.4+		Offer Letter, between LinkedIn Corporation and Jeffrey Weiner, dated September 9, 2009, effective June 24, 2009, as amended.
10.5+		Offer Letter, between LinkedIn Corporation and Steven Sordello, dated June 14, 2007.
10.6+		Offer Letter, between LinkedIn Corporation and David Henke, dated October 28, 2009.
10.7+		Offer Letter, between LinkedIn Corporation and Dipchand Nishar, dated November 17, 2008.
10.8+		Offer Letter, between LinkedIn Corporation and Erika Rottenberg, dated May 22, 2008.
10.9+		Form of Stock Purchase Agreements by and between LinkedIn Corporation and Steven Sordello, and schedule of omitted material details thereto.
10.10+		Form of Option Exercise and Repurchase Agreements by and between LinkedIn Corporation and Jeffrey Weiner, Steven Sordello, Dipchand Nishar and Erika Rottenberg, and schedule of omitted material details thereto.
10.11+*		2010 Executive Bonus Compensation Plan.
10.12		Membership Units Purchase Agreement by and between LinkedIn Corporation and Reid Hoffman, dated June 13, 2008.
10.13		Master Services Agreement by and between LinkedIn Corporation and Equinix Operating Co., Inc., dated February 27, 2008.
10.13A†		Amendment No. 1 to the Master Services Agreement by and between LinkedIn Corporation and Equinix Operating Co., Inc., dated June 1, 2010.
10.14		Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated March 20, 2007.
10.14A		First Amendment to Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated September 24, 2007.
10.14B		Second Amendment to Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated June 25, 2008.
10.14C		Third Amendment to Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated December 18, 2009.
10.14D		Fourth Amendment to Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated March 3, 2010.
10.14E		Fifth Amendment to Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC, dated December 17, 2010.


Exhibit Number		Description of Exhibit
	10.15	Sublease by and between LinkedIn Corporation and Omnicell, Inc., dated January 4, 2011.
	10.16	Sublease by and between LinkedIn Corporation and Actel Corporation, dated February 18, 2010.
	21.1	List of subsidiaries.
	23.1*	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
	23.2	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
	24.1	Power of Attorney (see page II-5 to this registration statement).

To be filed by amendment.

Indicates a management contract or compensatory plan.

†

Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.

EX-4.2 2 dex42.htm THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT Third Amended and Restated Investors' Rights Agreement

Exhibit 4.2

LINKEDIN CORPORATION

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

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”).

WHEREAS, certain of the Investors (the “Prior Investors”) hold shares of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or shares of Common Stock issued upon conversion thereof, and possess registration rights, information rights, rights of first refusal and other rights pursuant to the Prior Rights Agreement;

WHEREAS, the Prior Investors who have signed this Agreement (i) desire to amend and restate the Prior Rights Agreement and accept the rights and obligations set forth in this Agreement in lieu of the rights and obligations as set forth under the Prior Rights Agreement, and (ii) hold a majority of the shares of the Company’s equity securities defined as “Registrable Securities” under the Prior Rights Agreement, and therefore have the ability pursuant to Section 13.7 of the Prior Rights Agreement to amend the Prior Rights Agreement on behalf of all Prior Investors with the consent of the Company;

WHEREAS, the Company and certain Investors are parties to that certain Series D Preferred Stock Purchase Agreement dated the same date as this Agreement (the “Purchase Agreement”) pursuant to which the Company has agreed to sell, and certain Investors have agreed to purchase, shares of the Company’s Series D Preferred Stock (and together with the Series -A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”);

WHEREAS, the Company’s and certain Investors’ respective obligations under the Purchase Agreement are conditioned upon the execution and delivery of this Agreement by such Investors, Prior Investors holding a majority of the “Registrable Securities” as defined in the Prior Rights Agreement and the Company; and

WHEREAS, in connection with the purchase by certain Investors of the Series D Preferred Stock pursuant to the Purchase Agreement, the Company desires to grant to such Investors certain information rights, registration rights and preemptive rights with respect to the stock of the Company held by them.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereby agree that the Prior Rights Agreement shall be amended and restated in its entirety by this Agreement, and the parties hereto further agree as follows.

A. The Prior Investors hereby waive the pre-emptive rights, including any notice requirement, as set forth in Section 11 of the Prior Agreement with respect to the Series D Preferred Stock issued under the Purchase Agreement.

1. Certain Definitions.

As used in this Agreement, the following terms shall have the following respective meanings:

1.1 “Board” means the Board of Directors of the Company.

1.2 “Commission” or “SEC’ means the Securities and Exchange Commission or any successor agency.

1.3 “Common Stock” shall mean the Company’s Common Stock, $0.0001 par value, and shares of Common Stock issued or issuable upon conversion of the Company’s outstanding shares of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock.

1.4 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.5 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC, which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.6 “Fully Diluted Basis” means all shares of Common Stock outstanding and all shares of Common Stock then issuable upon (a) conversion of the Series A Preferred Stock then outstanding, (b) conversion of the Series B Preferred Stock then outstanding, (c) conversion of the Series C Preferred Stock then outstanding, (d) conversion of the Series D Preferred Stock then outstanding, (e) exercise or conversion of any options, warrants, and other derivative securities then outstanding and (0 the exercise or conversion of any other then outstanding securities or indebtedness of the Company pursuant to which Common Stock may be issued.

1.7 “Holder” means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 6 or Section 13.8 hereof.

1.8 “Participating Holders” means Holders participating, or electing to participate, in an offering of Registrable Securities.

1.9 “Preferred Stock” shall mean the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock.

-2-

1.10 “Qualified IPO” means the Company’s firmly underwritten public offering of the Company’s shares of Common Stock in connection with which all outstanding shares of Preferred Stock of the Company are converted to Common Stock.

1.11 “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of any Series A Preferred Stock (other than the SVB Shares), Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock held by the Investors, (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in (i) above (other than the SVB Shares), and (iii) any Common Stock of the Company issued by way of a stock split of the shares referenced in (i) or (ii) above (other than the SVB Shares), excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which its, his or her rights under this Agreement are not assigned in accordance with Section 6 or Section 13.8; provided, however, that the SVB Shares shall be deemed to be and shall constitute “Registrable Securities” for purposes of (and only for purposes of) Section 3. Notwithstanding the foregoing, such Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter, in a registered securities transaction or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale.

1.12 The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act; and the declaration or ordering of the effectiveness of such registration statement.

1.13 “Registration Expenses” mean all expenses (other than Selling Expenses) arising from or incident to the performance of, or compliance with, Sections 2, 3 or 4 including, without limitation, (i) SEC, stock exchange, NASD and other registration, qualification and filing fees, (ii) all fees and expenses incurred in connection with complying with any securities or blue sky laws, (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any special audits or “comfort letters” required in connection with or incident to any registration), (v) the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or the NASDAQ National Market and (vi) Securities Act liability insurance (if the Company elects to obtain such insurance), regardless of whether any Registration Statement filed in connection with such registration is declared effective. “Registration Expenses” shall also include the fees, charges and disbursements of one (1) counsel to all of the Participating Holders participating in any underwritten public offering pursuant to Sections 2, 3 or 4 (which shall be selected by a majority, based on the number of Registrable Securities to be sold, of the Participating Holders); provided, however, that such fees, charges and disbursements of counsel to the Participating Holders shall not exceed $50,000.

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1.14 “Registration Statement” shall mean any registration statement of the Company filed with the SEC on the appropriate form pursuant to the Securities Act which covers any of the shares of Common Stock and any other Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein.

1.15 “Securities Act” means the Securities Act of 1933, as amended.

1.16 “Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Participating Holders and any expenses of counsel or other advisors to the Participating Holders which are not covered under, or are in excess of the limits set forth in, the definition of Registration Expenses.

1.17 “Series A Preferred Stock” means the Series A Preferred Stock, par value $0.0001, of the Company.

1.18 “Series B Preferred Stock” means the Series B Preferred Stock, par value $0.0001, of the Company.

1.19 “Series C Preferred Stock” means the Series C Preferred Stock, par value $0.0001, of the Company.

1.20 “Series D Preferred Stock” means the Series D Preferred Stock, par value $0.0001, of the Company.

1.21 “SVB Shares” means shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock issued or issuable upon exercise of that certain Warrant to purchase stock dated September 20, 2004, issued by the Company to Silicon Valley Bank, and any shares of Common Stock issued by way of a stock split of the shares referenced in the foregoing.

1.22 “Transfer” means any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly.

1.23 “Valid Business Reason” shall have the meaning set forth in Section 2.5.1.

2. Demand Registration.

2.1 Request by Holders. If the Company receives at any time after the earlier of (i) December 31, 2009, and (ii) one hundred and eighty (180) days after the closing of the Company’s first firmly underwritten public offering of its shares of Common Stock, a written request from Holders of Registrable Securities (the “Requesting Holders”) that the Company register at least forty percent (40%) of the Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) originally covered by this Agreement

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which, in the aggregate, have a reasonably anticipated gross offering price to the public (net of Selling Expenses) of not less than $5,000,000 (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (i) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of pursuant to the Demand Request, and (ii) state the intended method or methods of sale or disposition of the Registrable Securities. Following receipt of a Demand Request, the Company shall:

2.1.1 cause to be filed or confidentially submitted, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and all or such portion of the Registrable Securities of any other Holders which such Holders’ request the Company be registered, as specified in a notice to the Company given within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; and

2.1.2 use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter.

2.2 Effective Registration Statement. A registration requested pursuant to this Section 2 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has become effective (unless the failure of such Registration Statement to become effective shall be attributable solely to one or more Participating Holders) and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders thereof set forth in such Registration Statement; provided, however, that such period shall not exceed one hundred and eighty (180) days; (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason not attributable solely to the Participating Holders which was thereafter not removed, or if the offering of Registrable Securities is not consummated for any reason or due to factors beyond the control of Participating Holders; (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived (unless a substantial cause of such conditions to closing not being satisfied shall be attributable solely to one or more Participating Holders); or (iv) if the Requesting Holders are cut back to fewer than twenty percent (20%) of the Registrable Securities requested to be registered.

2.3 Selection of Underwriters. In the event that the Company is required to file a Registration Statement covering any Registrable Securities of any Requesting Holders pursuant to Section 2 and the proposed public offering is to be an underwritten public offering, the managing underwriter shall be one or more reputable nationally recognized investment banks selected by the Company, but subject to the approval of a majority in interest of the Participating Holders, which shall not be unreasonably withheld. All Participating Holders pro-posing to distribute their securities

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through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.

2.4 Priority for Demand Registration. Notwithstanding any other provision of this Section 2, if the managing underwriter of an underwritten public offering determines and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and any other holders in the underwritten public offering would materially and adversely interfere with the successful marketing of the Participating Holders’ Registrable Securities, then the Company, the other holders and the Participating Holders shall not be permitted to include any securities in excess of the amount, if any, of securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering. The securities to be included in a registration requested by the Requesting Holders pursuant to Section 2 shall be allocated: first, to the Participating Holders, second, to the Company and third, to any other stockholders of the Company requesting registration of securities of the Company. To the extent that the amount of Registrable Securities to be registered for the Participating Holders is so required to be reduced pursuant to this Section 2.4, the Company will be obligated to include in such Registration Statement, as to each Participating Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Participating Holders who have requested that their Registrable Securities be included in such Registration Statement. No stockholder or prospective stockholder of the Company shall be granted demand registration rights without the consent of the Holders of at least a majority of the Registrable Securities, except pursuant to this Agreement.

2.5 Limitations on Demand Registrations to the Participating Holders.

2.5.1 The Company may delay making a filing of a Registration Statement or taking action in connection therewith if the Company provides to the Participating Holders a written certificate signed by the President or Chief Executive Officer of the Company, prior to the time it would otherwise have been required to file or confidentially submit such Registration Statement pursuant to this Section 2, stating that the Board has determined in good faith that the filing or confidential submission of such Registration Statement would be seriously detrimental to the Company, including as a result of a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”); provided, however, that such right to delay a Demand Request under this Section 2.5.1 shall be exercised by the Company not more than twice in any twelve (12) month period and the Company shall only have the right to delay a Demand Request on each occasion for a period not to exceed ninety (90) days individually, or one hundred twenty (120) days in the aggregate, after the receipt of the Demand Request, and during such time, the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone other than the Holders (except and to the extent such filing is necessary due to such Valid Business Reason).

2.5.2 The Company shall only be obligated to effect two (2) Demand Requests pursuant to this Section 2, provided, however, (i) the Holders agree not to make a Demand Request until one hundred eighty (180) days after the effective date of any registration statement

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filed by the Company for an offering of its securities, and (ii) the Company shall not be obligated to effect a Demand Request if it delivers written notice to the Requesting Holders within thirty (30) days of its receipt of any Demand Request of its intent to file a registration statement for an offering of its securities within sixty (60) days of the date it provides such notice. Any Demand Request shall not be counted as one of the two (2) Demand Requests unless such registrations have been declared and ordered effective.

2.5.3 The Company shall not be required to comply with a Demand Request if the Participating Holders propose to dispose of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 4 hereof.

2.6 Cancellation of Registration. A majority in interest of the Participating Holders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 2 when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Holders at the time of the Demand Request. Such cancellation of a registration shall not be counted as one of the two (2) Demand Requests.

3. Piggyback Registrations.

3.1 Right to Include Registrable Securities. Each time that the Company proposes for any reason to register any of its Common Stock under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights, other than Demand Requests pursuant to Section 2 hereof, or Registration Statements on Forms S-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders of Registrable Securities (which notice shall be given in no event less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. No registration pursuant to this Section 3 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as required by Section 2 hereof. The rights to piggyback registration may be exercised on an unlimited number of occasions.

3.2 Piggyback Procedure. Each Holder of Registrable Securities shall have twenty (20) days from the date of receipt of the Company’s notice referred to in Section 3.1 above to deliver to the Company a written request specifying the number of Registrable Securities such Holder intends to sell and such Holder’s intended method of disposition. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any Registration Statement pursuant to this Section 3 by giving written notice to the Company of such withdrawal; provided, however, that the Company may ignore a notice of withdrawal made within less than one full business day prior to the date the Registration Statement is scheduled to become effective. Subject to Section 3.4 below, the Company shall use its reasonable best efforts to include in such Registration Statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such Proposed Registration if it shall at the same time withdraw or cease proceeding with the registration of all other shares of Common Stock originally proposed to be registered.

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3.3 Selection of Underwriters. The managing underwriter for any Proposed Registration that involves an underwritten public offering shall be one or more reputable nationally recognized investment banks selected by the Company.

3.4 Priority for Piggyback Registration.

3.4.1 Notwithstanding any other provision of this Section 3, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all Registrable Securities proposed to be included by the Holders of Registrable Securities in the underwritten public offering would materially and adversely interfere with the successful marketing of the Company’s securities in the Proposed Registration, then the Holders of Registrable Securities shall not be permitted to include any Registrable Securities in excess of the amount, if any, of Registrable Securities which the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for the Company. Upon such an event, the Company will be obligated to include in such Registration Statement, as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement, and no party, other than the Company and the Holders of Registrable Securities, shall be permitted to include their shares of Registrable Securities in any such Proposed Registration. The securities to be included in a Proposed Registration initiated by the Company shall be allocated: first, to the Company; second, pari passu to the Holders, and third, to any others requesting registration of securities of the Company.

3.4.2 Notwithstanding any portion of the foregoing to the contrary, in no event shall the shares to be sold by the Holders of Registrable Securities be reduced below twenty percent (20%) of the total amount of securities included in the Proposed Registration provided, however, that in the case of the Qualified IPO, if the managing underwriter for the Qualified IPO determines and advises the Company that, in its judgment, the offering can be marketed more successfully if all shares held by stockholders of the Company (including the Holders) are excluded from the Registration Statement, and the Company’s Board of Directors unanimously approves such exclusion, then for the Qualified IPO the Company shall be entitled to exclude all Registration Securities from the Registration Statement, so long as all securities of the Company held by any other stockholder of the Company are similarly excluded. No stockholder or prospective stockholder of the Company shall be granted piggyback registration rights which would reduce the number of shares to be included by the Holders of the Registrable Securities in such registration without the consent of the Holders of at least a majority of the Registrable Securities.

3.4.3 If as a result of the provisions of this Section 3.4, any Holder shall not be entitled to include more than 50% of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement.

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3.5 Underwritten Offering. In the event that the Proposed Registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request under this Section 3 shall specify that the Registrable Securities be included in the underwriting on the same terms and conditions as the shares, if any, otherwise being sold through the underwriters under such registration. The Holders of Registrable Securities participating in any registration pursuant to Section 3 shall be parties to the underwriting agreement entered into by the Company and any other selling stockholders in connection therewith containing such representations and warranties by the Company and such participating sellers and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, customary indemnity and contribution provisions; provided, however, that the liability of each Holder in respect of any indemnification, contribution or other obligation of such Holder arising under such underwriting agreement (i) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for inclusion therein and (ii) shall not in any event exceed an amount equal to the net proceeds to such Holder (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such Holder pursuant to such registration.

3.6 No Effect on Demand Registration. No registration effected pursuant to a request under this Section 3 shall be deemed to have been effected pursuant to Section 2 or shall relieve the Company of its obligation to effect any registration upon request under Section 2.

4. Demand Registration on Form S-3.

4.1 Request by Holders. After its Qualified IPO, the Company shall use its reasonable best efforts to qualify for registration for resales on Form S-3. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of Section 3, the Holders of Registrable Securities shall have the right to request registrations on Form S-3 (or similar or successor form) covering the sale or other distribution of Registrable Securities (“Form S-3 Demand”) if the reasonably anticipated aggregate gross proceeds would equal or exceed $1,000,000. If such condition is met, the Company shall (A) promptly give written notice of the proposed registration, and any related qualifications and compliance, to all other Holders; and (B) use its reasonable best efforts to, as soon as practicable, register under the Securities Act on Form S-3 (or any similar or successor form) for sale in accordance with the method of disposition specified in the Form S-3 Demand, the number of Registrable Securities specified by all such Holders. In connection with a Form S-3 Demand, the Company agrees to include in the prospectus included in any Registration Statement on Form S3, such material describing the Company to the extent the rules applicable to preparation of Form S-3 require the inclusion of such information.

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4.2 Delay in Form S-3 Registration. Notwithstanding Section 4.1, the Company may delay making a filing of a Registration Statement on Form S-3 or taking action in connection therewith if the Company provides to the Participating Holders a written certificate signed by the President or Chief Executive Officer of the Company, prior to the time it would otherwise have been required to file or confidentially submit such Registration Statement, stating that the Board has determined in good faith that the filing or confidential submission of such Registration Statement would be seriously detrimental to the Company as a result of a Valid Business Reason; provided, however, that such right to delay a Form S-3 Demand under this Section 4.2 shall be exercised by the Company not more than twice in any twelve (12) month period and the Company shall only have the right to delay a Form S-3 Demand on each occasion for a period not to exceed ninety (90) days individually, or one hundred twenty (120) days in the aggregate, after the receipt of the Form S-3 Demand, and during such time, the Company may not file a Registration Statement for securities to be issued and sold for its own account or for that of anyone other than the Holders (except and to the extent such filing is necessary due to such Valid Business Reason).

4.3 Limitation on Number of Form S-3 Demands. The Company shall only be obligated to effect two (2) Form S-3 Demands pursuant to this Section 4 within any twelve (12) month period, and the Holders agree not to make a request for a Form S-3 Demand until six (6) months after the effective date of any registration statement (not including any registration statement on Form S-4 or Form S-8) filed by the Company for an offering of its securities. Any request for a Form S-3 Demand shall not be counted as one of the two (2) Form S-3 Demands unless such registration has been declared and ordered effective and remains effective in accordance with Section 2.2.

4.4 No Effect on Demand Registration. No registration effected pursuant to a request under this Section 4 shall be deemed to have been effected pursuant to Section 2 or shall relieve the Company of its obligation to effect any registration upon request under Section 2.

5. Registration Procedures

5.1 Obligations of the Company. Whenever registration of Registrable Securities is required pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as promptly as possible, and in connection with any such request, the Company shall, as expeditiously as possible:

5.1.1 Preparation of Registration Statement; Effectiveness. Use its reasonable best efforts to prepare and file with the SEC (in any event not later than ninety (90) days after receipt of a Demand Request or not later than twenty (20) days after receipt of a Form S-3 Demand to file a Registration Statement with respect to Registrable Securities, or such longer period (not to exceed one hundred twenty (120) days after such receipt) as the Company may in good faith require), a Registration Statement on any form on which the Company then qualifies, which counsel for the Company shall deem appropriate and pursuant to which such offering may be made in accordance with the intended method of distribution thereof (except that the Registration Statement shall contain such information as may reasonably be requested for marketing or other purposes by the managing underwriter), and use its reasonable best efforts to cause any registration required

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hereunder to become effective as soon as practicable after the initial filing thereof and remain effective for a period of not less than one hundred and eighty (180) days (or such shorter period in which all Registrable Securities have been sold in accordance with the methods of distribution set forth in the Registration Statement); provided, however, that, in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such one hundred eighty (180) day period shall be extended, if necessary, to keep the Registration Statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis;

5.1.2 Participation in Preparation. Provide any Participating Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by any Participating Holder or underwriter (each, an “Inspector” and, collectively, the “Inspectors”), the opportunity to participate (including, but not limited to, reviewing, commenting on and attending all meetings) in the preparation of such Registration Statement, each prospectus included therein or filed with the SEC and each amendment or supplement thereto;

5.1.3 Due Diligence. For a reasonable period prior to the filing of any Registration Statement pursuant to this Agreement, make available for inspection and copying by the Inspectors such financial and other information and books and records, pertinent corporate documents and properties of the Company and its subsidiaries and cause the officers, directors, employees, counsel and independent certified public accountants of the Company and its subsidiaries to respond to such inquiries and to supply all information reasonably requested by any such Inspector in connection with such Registration Statement, as shall be reasonably necessary, in the judgment of the respective counsel referred to in Section 5.1.2, to conduct a reasonable investigation within the meaning of the Securities Act; provided, however, that if requested by the Company, each Inspector shall enter into a confidentiality agreement with the Company prior to participating in the preparation of the Registration Statement or the Company’s release or disclosure of confidential information to such Inspector;

5.1.4 General Notifications. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold, (i) when such Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such Registration Statement or any post-effective amendment, when the same has become effective, (ii) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and (iii) of any request by the SEC for any amendments or supplements to such Registration Statement or the prospectus or for additional information;

5.1.5 10b-5 Notification. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold pursuant to any Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which, any prospectus included in such Registration Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state any material fact

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required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and the Company shall promptly prepare a supplement or amendment to such prospectus and file it with the SEC (in any event no later than ten (10) days following notice of the occurrence of such event to each Participating Holder, the sale or placement agent and the managing underwriter) so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made;

5.1.6 Notification of Stop Orders; Suspensions of Qualifications and Exemptions. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of the issuance by the SEC of (i) any stop order issued or threatened to be issued by the SEC or (ii) any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and the Company agrees to use its reasonable best efforts to (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order and (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction at the earliest practicable date;

5.1.7 Amendments and Supplements; Acceleration. Prepare and file with the SEC such amendments, including post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or in such prospectus as so supplemented. If a majority in interest of the Participating Holders so request, to request acceleration of effectiveness of the Registration Statement from the SEC; provided that at the time of such request, the Company does not in good faith believe that it is necessary to amend further the Registration Statement in order to comply with the provisions of this subparagraph. If the Company wishes to further amend the Registration Statement prior to requesting acceleration, it shall have five (5) business days to so amend prior to requesting acceleration;

5.1.8 Copies. Furnish as promptly as practicable to each Participating Holder and Inspector prior to filing a Registration Statement or any supplement or amendment thereto, copies of such Registration Statement, supplement or amendment as it is proposed to be filed, and after such filing such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents as each such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Participating Holder;

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5.1.9 Blue Sky. Use its reasonable best efforts to, prior to any public offering of the Registrable Securities, register or qualify (or seek an exemption from registration or qualifications) such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Participating Holder or underwriter may request, and to continue such qualification in effect in each such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as a Participating Holder or underwriter requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any Participating Holder to consummate the disposition in such jurisdictions of the Registrable Securities; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, but for this subparagraph;

5.1.10 Other Approvals. Use its reasonable best efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the Participating Holders and underwriters to consummate the disposition of Registrable Securities;

5.1.11 Agreements. Enter into customary agreements (including any underwriting agreements in customary form), and take such other actions as may be reasonably required in order to expedite or facilitate the disposition of Registrable Securities;

5.1.12 “Cold Comfort” Letter. Obtain a “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter may reasonably request, and reasonably satisfactory to a majority in interest of the Participating Holders;

5.1.13 Legal Opinion. Furnish, at the request of any underwriter of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the Holders, and the placement agent or sales agent, if any, thereof and the underwriters, if any, thereof, covering such legal matters with respect to the registration in respect of which such opinion is being given as such underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the Participating Holders;

5.1.14 SEC Compliance, Earnings Statement. Use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make available to its stockholders, as soon as reasonably practicable, but no later than eighteen (18) months after the effective date of any Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of such Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

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5.1.15 Certificates, Closing. Provide officers’ certificates and other customary closing documents;

5.1.16 NASD. Cooperate with each Participating Holder and each underwriter participating in the disposition of such Registrable Securities and underwriters’ counsel in connection with any filings required to be made with the NASD;

5.1.17 Road Show. Cause appropriate officers as are requested by an managing underwriter to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to an underwritten public offering;

5.1.18 Listing. Use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and if not so listed, to be listed on the NASD automated quotation system;

5.1.19 Transfer Agent, Registrar and CUSIP. Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case, no later than the effective date of such registration;

5.1.20 Private Sales. Use its reasonable best efforts to assist a Holder in facilitating private sales of Registrable Securities by, among other things, providing officers’ certificates and other customary closing documents reasonably requested by a Holder; and

5.1.21 Reasonable Best Efforts. Use its reasonable best efforts to take all other actions necessary to effect the registration of the Registrable Securities contemplated hereby.

5.2 Seller Information. The Company may require each Participating Holder as to which any registration is being effected to furnish the Company with such information regarding such Participating Holder and such Participating Holder’s method of distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. If a Participating Holder refuses to provide the Company with any of such information on the grounds that it is not necessary to include such information in the Registration Statement, the Company may exclude such Participating Holder’s Registrable Securities from the Registration Statement if the Company, in good faith, believes that such information should be included in the Registration Statement and such Participating Holder continues thereafter to withhold such information. The exclusion of a Participating Holder’s Registrable Securities shall not affect the registration of the other Registrable Securities to be included in the Registration Statement.

5.3 Notice to Discontinue. Each Participating Holder whose Registrable Securities are covered by a Registration Statement filed pursuant to this Agreement agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 5.1.5, such Participating Holder shall use best efforts to forthwith discontinue the disposition of Registrable Securities until such Participating Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.1.5 or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference into the prospectus, and, if so directed by

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the Company in the case of an event described in Section 5.1.5, such Participating Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Participating Holder’s possession, of the prospectus covering such Registrable Securities which is current at the time of receipt of such notice. If the Company shall give any such notice, the Company shall extend the period during which such Registration Statement is to be maintained effective by the number of days during the period from and including the date of the giving of such notice pursuant to Section 5.1.5 to and including the date when the Participating Holder shall have received the copies of the supplemented or amended prospectus contemplated by, and meeting the requirements of, Section 5.1.5.

5.4 Registration Expenses. Except as otherwise provided herein, all Registration Expenses shall be borne by the Company; provided, however, that the Company shall not be required to pay for any Registration Expenses of any registration proceeding commenced as a result of a Demand Request that is subsequently withdrawn or canceled by that number of Participating Holders such that there are no longer sufficient Participating Holders to make a Demand Request (i.e., the Participating Holders hold less than twenty percent (20%) of the Registrable Securities), in which case the Participating Holders shall bear such Registration Expenses pro rata on the basis of the number of shares proposed to be registered; unless at the time of such withdrawal, the Participating Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Participating Holders at the time of their request or such registration is withdrawn after being deferred pursuant to Sections 2.5.1 or 4.2, then the Participating Holders shall not be required to pay any of such Registration Expenses. All Selling Expenses relating to Registrable Securities registered shall be borne by the Participating Holders of such Registrable Securities pro rata on the basis of the number of shares so registered.

6. Transfer of Registration Rights. The rights granted under this Agreement to a Holder, including without limitation, the right to cause the Company to register securities, to participate in a registration of the Company or to receive information of the Company pursuant to Section 10, may be assigned by a Holder only to a transferee or assignee of such securities which is a (a) subsidiary, parent, affiliate, general partner, limited partner, retired partner, member or retired member of the Holder, (b) family member of a Holder or trust for the benefit of any Holder that is a natural person or any family member thereof, (c) charitable institution, or (d) any transferee or assignee acquiring not less than 1,500,000 shares of Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to such shares); provided, however, (i) the transferor shall have furnished to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, and (ii) to the extent that such transferee is not already a party hereto, such transferee shall agree to be bound by all of the terms, and subject to all restrictions, set forth in this Agreement, and shall thereby become a Holder under the terms of this Agreement and (iii) any such transfer by gift to a charitable institution shall be subject to the following: (A) no such charitable institution transferee shall be entitled to the rights granted herein to Major Investors but not other Holders, whether or not the number of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock transferred by gift to such transferee would be sufficient to qualify such transferee as a Major Investor and (B) the terms governing such transfer by gift shall provide that in the event of any registration or other event as to which such charitable institution transferee may be entitled to notice or to participate, the Company shall be entitled to

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send any such notices to the transferor and deal only with the transferor, who shall be solely responsible for providing notice, arranging for signatures on documents and otherwise acting as an administrative agent for such charitable institution with respect to such institution’s rights under this agreement. With respect to transfers or assignments of rights pursuant to clauses (a), (b) and (c) hereof, the failure by any Holder to comply with clauses (i) and (ii) hereof shall not be deemed a breach of this Agreement, however, upon the receipt of notice by Holder from the Company of such failure to comply, Holder, and its transferee or assignee, shall use their commercially reasonable efforts to provide to the Company the requisite notice and joinder, as applicable, in accordance with clauses (i) and (ii) hereof. In the event that a Holder transfers to more than one transferee, the following shall apply: (A) wherever the provisions of this Agreement require notice to be given to a Holder, such notice will be deemed sufficiently given by notice to each original Holder of Preferred Stock and to each transferee that is a Holder holding at least 1,500,000 shares of Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to such shares) at the date of such notice; and (B) wherever the provisions of this Agreement require the consent of a Holder, such consent shall be deemed received by the consent of the original Holder of Preferred Stock, or the majority in interest of the transferees of a Holder’s Registrable Securities.

7. Termination of Registration Rights. The rights contained in Sections 2, 3, and 4 hereof shall terminate at the earlier of (a) five (5) years from the effective date of the Company’s first Registration Statement for a public offering of securities of the Company or (b) with respect to a Holder, at such time that, in the opinion of the Company’s counsel, all Registrable Securities held, or issuable upon conversion of securities then held, by such Holder may be sold in a three (3) month period without registration under the Securities Act pursuant to Rule 144, and such Registrable Securities represent less than one percent (1%) of all outstanding shares of the Company’s capital stock.

8. Holdback Agreements; Restrictions on Public Sale by Holders. If requested by the lead managing underwriter in connection with the Company’s initial public offering, each Holder of Registrable Securities agrees not to effect any public sale or distribution of any Registrable Securities being registered or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 under the Securities Act, during a period of not more than one hundred eighty (180) days commencing on the effective date of the Registration Statement, or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within eighteen (18) days before or after the date that is one hundred eighty (180) days after the effective date of the Registration Statement, but in any event not to exceed two hundred ten (210) days following the effective date of the Registration Statement (the “Lock-Up Period”), unless expressly authorized to do so by the lead managing underwriter; provided, however, all of the Company’s directors, officers and shareholders owning five percent (5%) or more of the Company’s fully diluted voting stock agree to substantially similar terms; provided further the Holders shall not be required to sign lock-up agreements unless all of the Company’s directors, officers and stockholders owning one percent (1%) or more of the Company’s fully diluted voting stock have signed lock-up agreements with the managing underwriters on substantially similar terms. Any such lock-up agreements signed by the Holders shall contain reasonable and customary exceptions, including, without limitation, the right of a

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Holder to make transfers to certain Affiliates and transfers related to shares of Common Stock owned by Holders as a result of open market purchases made in or following the closing of the IPO. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restrictions until the end of the relevant period.

9. Indemnification

9.1 Company Indemnification. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, employees, members and partners and such Holder’s legal counsel and independent accountants, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to whose securities registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages and liabilities (or actions in respect thereof), joint or several, including any of the foregoing incurred in settlement of any litigation, (i) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or (ii) any violation or alleged violation by the Company of any rule or regulation promulgated under the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under any laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, employees, members and partners and such Holder’s legal counsel and independent accountants, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of the Company, which consent shall not be unreasonably withheld, and that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and related to such Holder specifically for use therein.

9.2 Holder Indemnification. To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and its legal counsel and independent accountants, each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such selling Holder, each of its officers and directors and each person controlling such Holder within

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the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, employees, legal counsel, independent accountants, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Holder, related to such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and that the obligations of any such Holder hereunder shall be limited to an amount equal to the net proceeds actually realized by such Holder upon the sale of those Registrable Securities which were covered by such registration statement, prospectus, offering circular or other document in which the alleged statement or omission appeared as contemplated herein.

9.3 Notification of Claim. Each party entitled to indemnification under this Section 9 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) within ten (10) business days after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense, and that the Indemnifying Party shall provide return notice to the Indemnified Party within ten 10 business days to the effect that such Indemnifying Party shall undertake the indemnification obligation provided for herein; provided, however that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further-that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is materially impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation.

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9.4 Contribution. If the indemnification provided for in Sections 9.1 and 9.2 is unavailable or insufficient to hold harmless an Indemnified Party thereunder, then each Indemnifying Party thereunder shall contribute to the amount paid or payable by such Indemnified Party as a result of the losses, claims, damages, costs, expenses, liabilities or actions referred to in Sections 9.1 and 9.2 in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other in connection with statements, actions or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statements or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 9.4 were to be determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the first sentence of this Section 9.4. The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 9.4 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim which is the subject of this Section 9.4. Promptly after receipt by an Indemnified Party of notice of the commencement of any action against such party in respect of which a claim for contribution may be made against an Indemnifying Party under Section 9.4, such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof if the notice specified in Section 9.3 has not been given with respect to such action; provided that the omission so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise under Section 9.4 except to the extent that the Indemnifying Party’s ability to defend against such action is materially impaired by such failure to give notice. The parties hereto agree with each other and shall agree with the underwriters of the Common Stock of the Company pursuant to the terms hereof, if requested by such underwriters, that (i) the underwriters’ portion of such contribution shall not exceed the underwriting discount, commission and other compensation and (ii) for a Holder, the amount of such contribution, when combined with any amounts paid by such Holder pursuant to Section 9.2, shall not exceed an amount equal to the proceeds received by such Holder from the sale of securities in the offering to which the losses, claims, damages or liabilities of the indemnified parties relate. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

9.5 Survival. The obligations of the Company and the Holders under this Section 9 shall survive the completion of any offering of Registrable Securities in a registration statement under Sections 2, 3 or 4 of this Agreement.

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10. Responsibilities of Disclosure

10.1 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission (including Rule 144 under the Securities Act) which may at any time permit the sale of Registrable Securities to the public without registration, the Company agrees to:

10.1.1 Public Information. Make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after ninety (90) days from the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public or after the Company first becomes subject to the reporting requirements of the Exchange Act;

10.1.2 Filings with SEC. File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements);

10.1.3 Compliance Statement. Furnish to Holders of Registrable Securities forthwith upon request, (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder of Registrable Securities may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration;

10.1.4 Cooperation. Cooperate with Holders of Registrable Securities to permit such Holders to transfer their securities under Rule 144 including, without limitation, providing such documents, certificates of officers and opinions of counsel as may be reasonably requested by the Company’s transfer agent or the Holder; and

10.1.5 Other Actions. Take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable -the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective.

10.2 Reporting. The Company shall furnish to any Holder of at least 500,000 shares of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or a combination thereof totaling at least 500,000 shares (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to such shares after the date hereof) (such Holder, a “Major Investor”) (i) not more than ninety (90) days after the end of each fiscal year, audited, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, audited, consolidated statements of income and changes in stockholders equity and audited, consolidated statements of cash flows of the Company and its

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subsidiaries, if any, for such year, all in reasonable detail and setting forth in each case in comparative form the respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, and accompanied by an opinion of the Company’s independent accountants (who shall be, in each case, a nationally recognized firm or otherwise acceptable to the Board); and (ii) not more than thirty (30) days after the end of each fiscal quarter, unaudited, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal quarter, unaudited, consolidated statements of income and changes in stockholders equity, and unaudited, consolidated statements of cash flows of the Company and its subsidiaries, if any, for such quarter and for the portion of the fiscal year then ended, all in reasonable detail and setting forth in each case in comparative form the respective figures for the corresponding date and period in the preceding fiscal year and to the Company’s operating plan then in effect, prepared in accordance with GAAP, consistently applied (subject to normal year-end adjustments), and (iii) within thirty (30) days after the end of each fiscal month, unaudited, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal month, and unaudited, consolidated statements of income and changes in stockholders equity and unaudited, consolidated statements of cash flows of the Company and its subsidiaries, if any, for such month and for the portion of the fiscal year then ended, all in reasonable detail and setting forth in comparative form the respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with GAAP, consistently applied (subject to normal year-end adjustments), (iv) as soon as practicable prior the beginning of a fiscal year, and in any event no less than thirty (30) days prior to the beginning of such fiscal year, an annual budget and operating plan (including projected balance sheets and profit and loss and cash flow statements) for such following fiscal year, and (v) any other management reports, financial summaries or budgets, that are prepared by or on behalf of the Company for the Board (unless the Board determines that disclosure of such information would be seriously detrimental the Company); provided with respect to the financial statements called for in subsections (ii) and (iii) of this Section 10.2, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP and subject to normal year-end adjustments) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment. All covenants of the Company contained in this Section 10.2 shall expire and terminate as to each Holder upon the consummation of the Qualified IPO.

10.3 Inspection Rights. The Company shall permit each Major Investor and its representatives, at such Major Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 10.3 to provide access to any information or portion thereof (a) if delivery of such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel, or (b) such Major Investor is a direct competitor of the Company, as so determined in good faith by the Board. Each Major Investor shall sign a confidentiality agreement in reasonable form and scope if so requested to hold in confidence all information so received or obtained during such visit or inspection. All covenants of the Company contained in this Section 10.3 shall expire and terminate as to each Major Investor upon the consummation of the Qualified IPO. The provisions of this

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Section 10.3 are not intended to limit the statutory rights of inspection that may be available to the Holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock under the Delaware General Corporation Law, nor modify or limit the Company’s obligation to provide information to any director elected by the Holders of Series A Preferred Stock or Series B Preferred Stock under the Delaware General Corporation Law, solely in his or her capacity as a director of the Company (and, with respect to any particular designee, only for so long as he or she acts as a director of the Company).

11. Pre-emptive Rights

11.1 Grant. The Company hereby grants to each Major Investor the preemptive right to purchase such number of New Securities (as defined below) as would enable such Holder to maintain its pro rata share of equity ownership in the Company (calculated on a Fully Diluted Basis) following such issuance at a level held by it immediately prior to such issuance. A Holder’s pro rata share, for purposes of this preemptive right, is the ratio of the number of shares of Common Stock owned by such Holder immediately prior to the issuance of New Securities (calculated on a Fully Diluted Basis), to the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (calculated on a Fully Diluted Basis). Each Holder shall have a right of over-allotment such that if any Holder fails to exercise fully its right hereunder to purchase its pro rata share of New Securities, the other Holders may purchase the non-purchasing Holder’s portion not so purchased on a pro rata basis within ten (10) days from the date such nonpurchasing Holder fails to exercise fully its right hereunder to purchase its pro rata share of New Securities. This preemptive right shall be subject to the following provisions.

11.2 Limitation on Grant. “New Securities” shall mean any capital stock (including Common Stock and/or Preferred. Stock) of the. Company whether or not currently authorized, and rights, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided that the term “New Securities” does not include:

11.2.1 shares of the Company’s Common Stock, and/or options, rights or warrants therefor, issued or issuable to employees, officers, directors, contractors, vendors, advisors or consultants of the Company pursuant to the Company’s Amended and Restated 2003 Stock Incentive Plan, the UK Sub-Plan of the Company’s Amended and Restated 2003 Stock Incentive Plan or any other incentive agreements or plans unanimously approved by the Board;

11.2.2 any securities issuable upon conversion of or with respect to any then outstanding shares of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, warrants or other convertible securities then outstanding;

11.2.3 shares of the Company’s Common Stock or Preferred Stock issued in connection with any stock split or stock dividend or recapitalization of the Company in which all holders of Preferred Stock are affected proportionally;

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11.2.4 securities issued or issuable pursuant to the bona fide acquisition of another corporation or entity by the Company by consolidation, merger, purchase of all or substantially all of the assets, or other bona fide reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other corporation or entity or fifty percent (50%) or more of the voting power of such other corporation or entity or fifty percent (50%) or more of the equity ownership of such other entity, which issuances are not primarily for equity financing purposes; provided, that such transaction is approved or consented to by the Board;

11.2.5 securities issued or issuable in connection with bona fide, arms’ length bank financings, corporate partnering transactions, strategic alliances, licensing deals, equipment leases, real property leases or acquisitions of businesses or intellectual property rights on terms unanimously approved by the Board, provided that such transactions are entered into for other than primarily equity financing purposes;

11.2.6 securities issued in connection with a Qualified IPO; and

11.2.7 any right, option or warrant to acquire any securities excluded from the definition of New Securities, pursuant to subsections 11.2.1 through 11.2.6 above.

11.3 Notice to Holders. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Major Investor entitled to participate written notice by certified mail of its bona fide intention to offer New Securities, describing the type of New Securities, and their price and the general terms upon which the Company proposes to issue the same. Each such Major Investor shall have thirty (30) days after any such notice is delivered to agree to purchase such Major Investor’s pro rata share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.

11.4 Expiration. In the event the Major Investors fail to exercise fully the preemptive right within such thirty (30) day period and after the expiration of the 10-day period for the exercise of the over-allotment provisions of this Section 11, the Company shall have one hundred and twenty (120) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within sixty (60) days from the date of such agreement) to sell the New Securities respecting which the Major Investors’ preemptive right option set forth in this Section 11 was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company’s notice to Major Investors pursuant to Section 11.3. In the event the Company has not sold within such one hundred twenty (120) day period or entered into an agreement to sell the New Securities in accordance with the foregoing within such sixty (60) days, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Major Investors in the manner provided in Section 11.3 above.

11.5 Assignment. The preemptive right in this Section 11 may not be assigned or transferred, except the rights of a Major Investor hereunder may be transferred or assigned in connection with a transfer of Registrable Securities to (i) any affiliate (including without limitation

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any affiliated venture capital fund), subsidiary, parent, partner, retired partner, limited partner, shareholder or member of a Major Investor, (ii) any family member or trust for the benefit of any Major Investor, or (iii) any transferee or assignee acquiring not less than 500,000 shares of Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to such shares).

11.6 Termination. The provisions of this Section 11 shall not apply to, and shall terminate upon, the consummation of the Qualified IPO.

12. Covenants of the Company. The Company hereby covenants and agrees, so long as any Holder owns any Registrable Securities, as follows:

12.1 Payment of Taxes, etc. The Company shall pay and discharge, and cause each subsidiary to pay and discharge, if any, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any subsidiary; provided, however, that neither the Company, nor any subsidiary, shall be required to pay any such tax, assessment, charge, levy or claim which is being contested or extended in good faith and by appropriate proceedings if the Company or any subsidiary shall have set aside on its books sufficient reserves, if any, with respect thereto. The Company shall pay or cause to be paid, when due, or in conformance with customary trade terms or otherwise in accordance with policies related thereto adopted by the Board, all other indebtedness incident to operations of the Company.

12.2 Maintenance of Properties and Leases. The Company will keep its properties and those of its subsidiaries, if any, in good repair, working order and condition, reasonable wear and tear excepted, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto; and the Company and its subsidiaries, if any, will at all times comply with each material provision of all leases to which any of them is a party or under which any of them occupies property if the breach of such provision might have a material and adverse effect on the condition, financial or otherwise, or operations of the Company.

12.3 Accounts and Records. The Company will keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with GAAP applied on a consistent basis.

12.4 Independent Accountants. The Company will retain independent public accountants of recognized national standing who shall certify the Company’s financial statements at the end of each fiscal year. In the event the services of the independent public accountants so selected, or any firm of independent public accountants hereafter employed by the Company, are terminated, the Company will promptly thereafter notify the Holders and will request the firm of independent public accountants whose services are terminated to deliver to the Holders a letter from such firm setting forth the reasons for the termination of their services. In the event of such termination, the Company will promptly thereafter engage another firm of independent public accountants of recognized national standing. In its notice to the Holders, the Company shall state

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whether the change of accountants was recommended or approved by the Board or any committee thereof.

12.5 Compliance with Requirements of Government Authorities. The Company and all of its subsidiaries shall duly observe and conform to all valid requirements of governmental authorities relating to the conduct of their businesses or to their properties or assets.

12.6 Maintenance of Corporate Existence, etc. The Company shall maintain in full force and effect its corporate existence, rights and franchises and all licenses and other rights in or to use patents, processes, licenses, trademarks, trade names or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of its business.

12.7 Interested Person Transactions. Neither the Company nor any of its subsidiaries shall enter into any agreement with any Interested Person (as defined below) of the Company or any of its subsidiaries, or an “affiliate” or “associate” of such person (as such terms are defined in the rules and regulations promulgated under the Securities Act), including, without limitation, any agreement or other arrangement providing for the furnishings of services by, purchase or rental of real or personal property from, or otherwise requiring payments to, any such person or entity, without the approval at a duly held meeting of the Board of a majority of the members of the Company’s Board having no interest in such agreement or arrangement. Interested Person shall mean any current or former employee, stockholder (or any director, general partner, limited partner, member or manager of any stockholder), consultant, officer or director of the Company or any member of his, her or its immediate family (collectively, “Interested Persons”).

12.8 Stock Incentive Plan. Except as the Board may unanimously approve otherwise, all options, grants and awards issued or granted to any employees, directors, consultants and other service providers under the Company’s 2003 Stock Incentive Plan, as amended and/or restated from time to time (the “Plan”), shall be subject to vesting as follows: twenty five percent (25%) to vest on the first anniversary of the date of grant, with the remaining seventy five percent (75%) to vest monthly over the next thirty six (36) months thereafter. Except as the Board may unanimously approve otherwise, all options, grants and awards issued or granted to any employees, directors and consultants after the Closing (as defined in the Purchase Agreement) outside of the Plan, if any, shall be made in accordance with the terms and provisions of the Plan relating to stock vesting and repurchase upon termination of employment (whether or not the grant or issuance is made under the Plan). From and after the date of this Agreement, any notes issued by employees or consultants of the Company shall be accepted by the Company only upon the unanimous approval of the Board.

12.9 Termination of Covenants. The covenants set forth in this Section 12 shall terminate and be of no further force and effect after the consummation of the Qualified IPO.

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13. Miscellaneous

13.1 Additional Stockholders. Notwithstanding anything contained herein to the contrary, if the Company shall issue additional shares of Series D Preferred Stock to any purchaser in any subsequent closing pursuant to the Purchase Agreement, such purchaser, if not already a party to this Agreement, shall become a party to this Agreement as an “Investor” upon the Company’s receipt from such purchaser of an executed counterpart signature page or joinder to this Agreement.

13.2 Confidentiality. Each Holder agrees, to use, and to employ its reasonable best efforts to insure that its authorized representatives use, the same degree of care as such Holder uses to protect its own confidential information, to keep confidential any information furnished to it which the Company identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such Holder may disclose such proprietary or confidential information to any member, partner, subsidiary, affiliate or parent of such Holder for the purpose of evaluating its investment in the Company as long as such member, partner, subsidiary, affiliate or parent is advised of, and agrees to abide by, the confidentiality provisions of this Section 13.2. Notwithstanding the foregoing, each Holder shall be permitted to disclose to its partners and prospective partners (or members and prospective members, or major stockholders and prospective major stockholders, as the case may be) summary financial information and summary narrative descriptions relating to the business of the Company. The provisions of this Section 13.2 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the parties hereto.

13.3 Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California, without regards to its conflicts of laws principles. Each party hereto irrevocably and unconditionally (i) agrees that any action, suit or claim brought hereunder must be brought in the courts of the United States in the State of California or the state courts of the State of California which shall serve as the exclusive jurisdiction and venue for any and all disputes arising out of and/or relating to this Agreement; (ii) consents to the jurisdiction of any such court in any such suit, action or proceeding; and (iii) waives any objection which such party may have to the laying of venue of any such suit, action or proceeding in any such court.

13.4 Notices, etc. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified, (ii) five days after deposit in the United States mail, by registered or certified mail, postage prepaid and properly addressed to the party to be notified, (iii) two days after deposit with an airborne or overnight courier, specifying priority delivery, with written verification of receipt and properly addressed to the party to be notified, or (iv) when received if transmitted by telecopy (to be followed by U.S. mail), electronic or digital transmission method. In each case notice shall be sent to the addresses set forth on the signature page or at such other address as such party may designate by written notice to the other parties hereto.

13.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the parties hereto, each of which

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shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one and the same instrument.

13.6 Attorneys’ Fees. In the event that any dispute among the parties to this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including, without limitation, all reasonable fees, costs and expenses of appeals, in addition to any other relief to which such party may be entitled.

13.7 Amendment. Any provision of this Agreement may be amended, waived, modified, discharged or terminated only with the written consent of the Company and the Holders of at least a majority of the Registrable Securities (on an as-converted basis); provided, however, if such amendment or waiver would adversely affect the rights, or add to the obligations, of any series of Preferred Stock in a manner differently from the other series of Preferred Stock or any holder of Preferred Stock or Registrable Securities in a manner differently from other holders, as the case may be, then such amendment or waiver shall require the consent of the Investors holding a majority in interest of such series of Preferred Stock or such holder, as the case may be. Any amendment or waiver effected in accordance with this paragraph will be binding upon the Company and each Holder of any securities subject to this Agreement (including securities into which such securities are convertible) and future holders of all such securities. Any Holder may waive his or her rights or the Company’s obligations to such holder hereunder without obtaining the consent of any other person.

13.8 Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

13.9 Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided, however, that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

13.10 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

13.11 Time is of the Essence. Time is of the essence for each provision of this Agreement in which time is an element.

13.12 Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment decision or decision to invest in the Company. Each Investor agrees that no

-27-

Investor, nor the respective controlling persons, officers, directors, partners, agents, counsel, or employees of such Initial Investor shall be liable to such Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Series B Preferred Stock (and issuance of the Conversion Shares (as defined in the Purchase Agreement)).

13.13 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.

13.14 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

13.15 Entire Agreement. This Agreement, including the exhibits hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior understandings, agreements (including the Prior Rights Agreement), or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

(Remainder of Page Intentionally Left Blank)

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IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement on the date first set forth above.


LINKEDIN CORPORATION

By:		/s/ Daniel Nye


Name:		Daniel Nye
Title:		Chief Executive Officer

(Signature Page to the Third Amended and Restated Investors’ Rights Agreement)

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement on the date first set forth above.


INVESTOR:

GREYLOCK XI LIMITED PARTNERSHIP

By: Greylock XI GP Limited Partnership
Its: General Partner



By:		/s/ Donald Sullivan


Name:		Donald Sullivan
Title:		Administrative Partner

GREYLOCK XI-A LIMITED PARTNERSHIP

By: Greylock XI GP Limited Partnership
Its: General Partner



By:		/s/ Donald Sullivan


Name:		Donald Sullivan
Title:		Administrative Partner



GREYLOCK XI PRINCIPALS LLC

By:		Greylock Management Corporation
Its:		Sole Member



By:		/s/ Donald Sullivan


Name:		Donald Sullivan
Title:		Treasurer

(Signature Page to the Third Amended and Restated Investors’ Rights Agreement)

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement on the date first set forth above.


INVESTOR:

Sequoia Capital XI
Sequoia Technology Partners XI
Sequoia Capital XI Principals Fund

By:		SC XI Management, LLC
		A Delaware Limited Liability Company
		General Partner of Each



By:		/s/ Michael Goguen


Name:		Michael Goguen
Title:		Managing Member

(Signature Page to the Third Amended and Restated Investors’ Rights Agreement)

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement on the date first set forth above.


INVESTOR:
BESSEMER VENTURE PARTNERS VI L.P.
BESSEMER VENTURE PARTNERS VI INSTITUTIONAL LP
BESSEMER VENTURE PARTNERS CO-INVESTMENT L.P.
By: Deer VI & Co. LLC, General Partner

By:		/s/ Scott Ring
		Scott Ring, General Counsel
Address:

		c/o Bessemer Venture Partners
		1865 Palmer Avenue
		Suite 104
		Larchmont, NY 10538

Tel. 914-833-5300

Email : transactions@bvp.com

(Signature Page to the Third Amended and Restated Investors’ Rights Agreement)

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement on the date first set forth above.


INVESTOR:

BAIN CAPITAL VENTURE INTEGRAL INVESTORS, LLC

By:		Bain Capital Venture Investors, LLC
		its Administrative Member

By:		/s/ Mike Krupka


Name:		Mike Krupka
Title:		Authorized Person

(Signature Page to the Third Amended and Restated Investors’ Rights Agreement)

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement on the date first set forth above.


INVESTOR:

By:		/s/ Reid Hoffman


Name:		Reid Hoffman

(Signature Page to the Third Amended and Restated Investors’ Rights Agreement)

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement on the date first set forth above.


INVESTOR:

SAP AG



By:		/s/ Werner Brandt



Its:		Dr. Werner Brandt, Chief Financial Officer



Address:		Dietmar – Hopp – Allee – 16
		69109 Waldorf
		Germany

SAP AG



By:		/s/ Michael Junge



Its:		Michael Junge, General Counsel



Address:		Dietmar – Hopp – Allee – 16
		69109 Waldorf
		Germany

(Signature Page to the Third Amended and Restated Investors’ Rights Agreement in

connection with LinkedIn Series D)

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement on the date first set forth above.


INVESTOR:

THE MCGRAW-HILL COMPANIES, INC.



By:		/s/ Glenn Goldberg


Name:		Glenn Goldberg
Title:		President of Information &
		Media Division

Address:		1221 Avenue of the Americas
		New York, NY 10020

(Signature Page to the Third Amended and Restated Investors’ Rights Agreement in

connection with LinkedIn Series D)

IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement on the date first set forth above.


INVESTOR:
THE GOLDMAN SACHS GROUP, INC.
By:		/s/ David Heller


Name:		David Heller
Title:		Assistant Secretary

(Signature Page to the Third Amended and Restated Investors’ Rights Agreement in

connection with LinkedIn Series D)

EXHIBIT A

Schedule of Investors

Marc Andreesen

Andrew Anker

Bain Capital Venture Integral Investors, LLC

Andrew Beebe

Bessemer Venture Partners Co-Investment L.P.

Bessemer Venture Partners VI L.P.

Bessemer Venture Partners VI Institutional L.P.

Robert Clarkson

Robert DeSantis

10.

European Founders Fund GmbH

11.

Greylock XI - A Limited Partnership

12.

Greylock XI Limited Partnership

13.

Greylock XI Principals LLC

14.

Thomas Gruber

15.

Reid Hoffman

16.

Sarah Imbach

17.

Josh Koppelman

18.

Joe Kraus

19.

Jun Makihara

20.

Loic Le Meur

21.

Sunil Paul

22.

Gil Penchina

23.

Keith Rabois

24.

Sequoia Capital XI

25.

Sequoia Capital XI Principals Fund

26.

Sequoia Technology Partners XI

27.

John Shaull

28.

Silicon Valley Bank

29.

Peter Thiel

30.

SAP AG

31.

The McGraw-Hill Companies, Inc.

32.

The Goldman Sachs Group, Inc.

EX-10.1 3 dex101.htm AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN AND FORM OF STOCK OPTION AGMT. Amended and Restated 2003 Stock Incentive Plan and Form of Stock Option Agmt.

Exhibit 10.1

LINKEDIN CORPORATION

AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN

(as amended through September 28, 2010)

SECTION 1: GENERAL PURPOSE OF PLAN

The name of this plan is the LinkedIn Corporation Amended and Restated 2003 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enable LinkedIn Corporation, a Delaware corporation (the “Company”), and any Parent or any Subsidiary to obtain and retain the services of the types of Employees, Consultants and Directors who will contribute to the Company’s long range success and to provide incentives which are linked directly to increases in share value which will inure to the benefit of all shareholders of the Company.

SECTION 2: DEFINITIONS

For purposes of the Plan, the following terms shall be defined as set forth below:

“Administrator” shall have the meaning as set forth in Section 3, hereof.

“Board” means the Board of Directors of the Company.

“Call Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) promulgated under the Exchange Act, as such may be amended from time to time. For convenience, as of September 28, 2010, such definition is as follows, but to the extent such meaning is amended after such date, the amended meaning shall for all purposes under this Plan be the meaning of such phrase: “The term ‘call equivalent position’ shall mean a derivative security position that increases in value as the value of the underlying equity increases, including, but not limited to, a long convertible security, a long call option, and a short put option position.”

“Cause” means (i) failure by an Eligible Person to substantially perform his or her duties and obligations to the Company (other than any such failure resulting from his or her incapacity due to physical or mental illness); (ii) engaging in misconduct or a fiduciary breach which is or potentially is materially injurious to the Company or its shareholders; (iii) commission of a felony; (iv) the commission of a crime against the Company which is or potentially is materially injurious to the Company; or (v) as otherwise provided in the Stock Option Agreement or Stock Purchase Agreement. For purposes of this Plan, the existence of Cause shall be determined by the Administrator in its sole discretion.

“Change in Control” shall mean:

(1) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power (which voting power shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote, but not assuming the exercise of any warrant or right to subscribe to or purchase those shares) of the continuing or Surviving Entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned, directly or indirectly, by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization; provided, however, that in making the determination of ownership by the

shareholders of the Company, immediately after the reorganization, equity securities which persons own immediately before the reorganization as shareholders of another party to the transaction shall be disregarded; or

(2) The sale, transfer or other disposition of all or substantially all of the Company’s assets.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means one or more committees of the Board designated by the Board to administer the Plan in whole or in part.

“Company” means LinkedIn Corporation, a corporation organized under the laws of the State of Delaware (or any successor corporation).

“Consultant” means a consultant or advisor who is a natural person and who provides bona fide services to the Company, a Parent or a Subsidiary; provided such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

“Date of Grant” means the date on which the Administrator has taken all legally required action to grant a Right to a Participant or, if a different date is designated by the Administrator in such legally required action as the Date of Grant, then such different date.

“Director” means a member of the Board.

“Disability” means that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining the term of an ISO pursuant to Section 6.6 hereof, the term Disability shall have the meaning ascribed to it under Code Section 22(e)(3). The determination of whether an individual has a Disability shall be determined under procedures established by the Plan Administrator.

“Eligible Person” means an Employee, Consultant or Director, each of whom is a natural person, of the Company, any Parent or any Subsidiary.

“Employee” shall mean any individual who is a common-law employee (including officers) of the Company, a Parent or a Subsidiary.

“Exercise Price” shall have the meaning set forth in Section 6.3.

“Exercise Price Repurchase Right” shall have the meaning set forth in Section 8.8.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Repurchase Right” shall have the meaning set forth in Section 8.8.

“Fair Market Value” shall mean the fair market value of a Share, determined as follows: (i) if the Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market, the Fair Market Value of a share of Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in the Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Administrator deems reliable; (ii) if the Stock is quoted on the Nasdaq System (but not on the Nasdaq National Market) or any similar system whereby the stock is regularly quoted by a recognized securities dealer but closing sale prices are not reported, the Fair Market Value of a share of Stock shall be the mean between the bid and asked prices for the Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Administrator deems reliable; or (iii) in the absence of an established market for the Stock, the Fair Market Value shall be determined in good faith by the Administrator and such determination shall be conclusive and binding on all persons.

“First Refusal Right” shall have the meaning set forth in Section 8.7 hereof.

“ISO” means a Stock Option intended to qualify as an “incentive stock option” as that term is defined in Section 422(b) of the Code.

“Non-Employee Director” means a member of the Board who is not an Employee of the Company, a Parent or Subsidiary, who satisfies the requirements of such term as defined in Rule 16b-3(b)(3)(i) promulgated by the United States Securities and Exchange Commission (the “SEC”).

“Non-Qualified Stock Option” means a Stock Option not described in Section 422(b) of the Code.

“Offeree” means a Participant who is granted a Purchase Right pursuant to the Plan.

“Optionee” means a Participant who is granted a Stock Option pursuant to the Plan.

“Outside Director” means a member of the Board who is not an Employee of the Company, a Parent or Subsidiary, who satisfies the requirements of such term as defined in Treasury Regulations (26 Code of Federal Regulation Section 1.162-27(e)(3)).

“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

“Participant” means any Eligible Person selected by the Administrator, pursuant to the Administrator’s authority in Section 3, to receive grants of Rights.

“Plan” means this LinkedIn Corporation Amended and Restated 2003 Stock Incentive Plan, as the same may be amended or supplemented from time to time.

“Purchase Price” shall have the meaning set forth in Section 7.3.

“Purchase Right” means the right to purchase Stock granted pursuant to Section 7.

“Purchased Stock” means any and all Stock issued upon exercise of an Option or purchased under a Stock Purchase Agreement.

“Put Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) promulgated under the Exchange Act, as such may be amended from time to time. For convenience, as of September 28, 2010, such definition is as follows, but to the extent such meaning is amended after such date, the amended meaning shall for all purposes under this Plan be the meaning of such phrase: “The term ‘put equivalent position’ shall mean a derivative security position that increases in value as the value of the underlying equity decreases, including, but not limited to, a long put option and a short call option position.”

“Rights” means Stock Options and Purchase Rights.

“Repurchase Right” shall have the meaning set forth in Section 8.8.

“Rule 12h-1” shall mean Rule 12h-1 under the Exchange Act, as amended from time to time (12 CFR 240.12h-1).

“Service” shall mean service as an Employee, Director or Consultant.

“Share” means a share of Stock.

“Stock” means Common Stock of the Company.

“Stock Option” or “Option” means an option to purchase shares of Stock granted pursuant to Section 6.

“Stock Option Agreement” shall have the meaning set forth in Section 6.1.

“Stock Purchase Agreement” shall have the meaning set forth in Section 7.1.

“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

“Surviving Entity” means the Company if immediately following any merger, consolidation or similar transaction, the holders of outstanding voting securities of the Company immediately prior to the merger or consolidation own equity securities possessing more than 50% of the voting power of the corporation existing following the merger, consolidation or similar transaction. In all other cases, the other entity to the transaction and not the Company shall be the Surviving Entity. In making the determination of ownership by the shareholders of an entity immediately after the merger, consolidation or similar transaction, equity securities which the shareholders owned immediately before the merger, consolidation or similar transaction as shareholders of another party to the transaction shall be disregarded. Further, outstanding voting securities of an entity shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote.

“Ten Percent Shareholder” means a person who on the Date of Grant owns, either directly or through attribution as provided in Section 424 of the Code, Stock constituting more than 10% of the total combined voting power of all classes of stock of his or her employer corporation or of any Parent or Subsidiary.

SECTION 3: ADMINISTRATION

3.1 Administrator. The Plan shall be administered by (i) the Board and/or (ii) one or more Committees (any group that administers the Plan (in whole or in part) is referred to as the “Administrator”). The Board may designate different Committees to administer the Plan with respect to different Eligible Persons or different aspects of the Plan. The Board may also delegate administration of the Plan in part to a Committee while retaining authority to administer the Plan as to matters not so delegated.

3.2 Powers in General. The Administrator shall have the power and authority to grant to Eligible Persons, pursuant to the terms of the Plan, (i) Stock Options, (ii) Purchase Rights or (iii) any combination of the foregoing.

3.3 Specific Powers. In particular, the Administrator shall have the authority: (i) to construe and interpret the Plan and apply its provisions; (ii) to promulgate, amend and rescind rules and regulations relating to the administration of the Plan; (iii) to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (iv) to determine when Rights are to be granted under the Plan; (v) from time to time to select, subject to the limitations set forth in this Plan, those Eligible Persons to whom Rights shall be granted; (vi) to determine the number of shares of Stock to be made subject to each Right; (vii) to determine whether each Stock Option is to be an ISO or a Non-Qualified Stock Option; (viii) to prescribe the terms and conditions of each Stock Option and Purchase Right, including, without limitation, the Exercise Price, Purchase Price and medium of payment, vesting provisions and repurchase provisions, and to specify the provisions of the Stock Option Agreement or Stock Purchase Agreement relating to such grant or sale; (ix) to amend any outstanding Rights for the purpose of modifying the time or manner of vesting, the Purchase Price or Exercise Price, as the case may be, subject to applicable legal restrictions and to the consent of the other party to such agreement; (x) to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination of their

employment for purposes of the Plan; (xi) to make decisions with respect to outstanding Stock Options that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments; (xii) to determine the Fair Market Value; and (xiii) to make any and all other determinations which it determines to be necessary or advisable for administration of the Plan.

3.4 Decisions Final. All decisions made by the Administrator pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants.

3.5 The Committee. The Board may, in its sole and absolute discretion, from time to time, delegate any or all of its duties and authority with respect to the Plan to the Committee whose members are to be appointed by and to serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. Subject to any limitations prescribed by the Plan and the Board and by the Bylaws of the Company and applicable law, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable. During any period of time during which the Company’s Stock is registered pursuant to Section 12 of the Exchange Act, the Board shall delegate administration of the Plan to a Committee consisting of Directors who are both Non-Employee Directors and Outside Directors, to the extent necessary to comply with the provisions of Section 162(m) of the Internal Revenue Code and Rule 16b-3 promulgated under the Exchange Act.

3.6 Indemnification. In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent allowed by applicable law, the Administrator and each of the Administrator’s consultants shall be indemnified by the Company against the reasonable expenses, including attorney’s fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Administrator or any of its consultants may be party by reason of any action taken or failure to act under or in connection with the Plan or any option granted under the Plan, and against all amounts paid by the Administrator or any of its consultants in settlement thereof (provided that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Administrator or any of its consultants in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Administrator or any of its consultants did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the Company, and in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however, that within 60 days after institution of any such action, suit or proceeding, such Administrator or any of its consultants shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.

SECTION 4: STOCK SUBJECT TO THE PLAN

4.1 Stock Subject to the Plan. Subject to adjustment as provided in Section 9, 34,814,756 shares of Common Stock (after giving effect to the 3-for-1 split of the Common

Stock effective as of May 22, 2007) shall be reserved and available for issuance under the Plan. Stock reserved hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares.

4.2 Basic Limitation. The number of shares that are subject to Rights under the Plan shall not exceed the number of shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available a sufficient number of shares to satisfy the requirements of the Plan.

4.3 Additional Shares. In the event that any outstanding Option or other right for any reason expires or is canceled or otherwise terminated, the shares allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Plan. In the event that shares issued under the Plan are reacquired by the Company pursuant to the terms of any forfeiture provision or Exercise Price Repurchase Right, such shares shall again be available for the purposes of the Plan. Shares issued under the Plan that are reacquired by the Company upon exercise of the Fair Market Repurchase Right shall not again be available for purposes of the Plan.

SECTION 5: ELIGIBILITY

Eligible Persons who are selected by the Administrator shall be eligible to be granted Rights hereunder subject to limitations set forth in this Plan; provided, however, that only Employees shall be eligible to be granted ISOs hereunder.

SECTION 6: TERMS AND CONDITIONS OF OPTIONS

6.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company (the “Stock Option Agreement”). Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Administrator deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

6.2 Number of Shares. Each Stock Option Agreement shall specify the number of shares of Stock that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9, hereof. The Stock Option Agreement shall also specify whether the Option is an ISO or a Non-Qualified Stock Option.

6.3 Exercise Price.

6.3.1 In General. Each Stock Option Agreement shall state the price at which shares subject to the Stock Option may be purchased (the “Exercise Price”), which shall, with respect to ISO’s, be not less than 100% of the Fair Market Value of the Stock on the Date of Grant. In the case of Non-Qualified Stock Options, the Exercise Price shall be determined in the sole discretion of the Administrator.

6.3.2 Ten Percent Shareholder. A Ten Percent Shareholder shall not be eligible for a grant of an ISO unless the Exercise Price is at least 110% of the Fair Market Value of a Share on the Date of Grant and such ISO by its terms is not exercisable after the expiration of five years from the Date of Grant.

6.3.3 Payment. The Exercise Price shall be payable in such form as is determined by the Administrator and permitted by Section 8 hereof.

6.4 Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Administrator may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise or with the disposition of shares acquired by exercising an Option.

6.5 Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option becomes exercisable. Subject to the vesting requirements set forth in Section 8.8.1, the exercise provisions of any Stock Option Agreement shall be determined by the Administrator, in its sole discretion.

6.6 Term. The Stock Option Agreement shall specify the term of the Option, including the period of time (if any) after termination of an Optionee’s service during which the Option may be exercised. No Option shall be exercisable more than ten years after the date the Option is granted. In the case of an ISO granted to a Ten Percent Shareholder, the ISO shall not be exercisable more than five years after the date the ISO is granted. Except in the event of a termination of an Optionee’s Service for Cause (in which case the Stock Option Agreement may provide that the Option will terminate as of the effective date of the termination of the Optionee’s Service), each Option shall remain exercisable as to vested Shares for at least (i) thirty (30) days after the termination of the Optionee’s Service and (ii) six months after the termination of the Optionee’s Service if such Service terminates as a result of the Optionee’s death or Disability.

6.7 Leaves of Absence. For purposes of Section 6.6 above, to the extent required by applicable law, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence. To the extent applicable law does not require such a leave to be deemed to continue while the Optionee is on a bona fide leave of absence, such leave shall be deemed to continue if, and only if, expressly provided in writing by the Administrator or a duly authorized officer of the Company, Parent or Subsidiary for whom Optionee provides his or her services.

6.8 Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Administrator may modify, extend or assume outstanding Options (whether granted by the Company or another issuer) or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different number of shares and at the same or a different Exercise Price. Without limiting the foregoing, the Administrator may amend a previously granted Option to accelerate (in whole or in part) the exercisability of such Option (including without limitation, in connection with a Change in Control). The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the

Optionee’s obligations under such Option. However, a termination of the Option in which the Optionee receives a cash payment equal to the difference between the Fair Market Value and the Exercise Price for all shares subject to exercise under any outstanding Option shall not be deemed to impair any rights of the Optionee or increase the Optionee’s obligations under such Option.

SECTION 7: TERMS AND CONDITIONS OF AWARDS OR SALES

7.1 Stock Purchase Agreement. Each award or sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be identical.

7.2 Duration of Offers. Unless otherwise provided in the Stock Purchase Agreement, any right to acquire shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated to the Purchaser by the Company.

7.3 Purchase Price.

7.3.1 In General. Each Stock Purchase Agreement shall state the price at which the Stock subject to such Stock Purchase Agreement may be purchased (the “Purchase Price”), which, with respect to Stock Purchase Rights, shall be determined in the sole discretion of the Administrator.

7.3.2 Payment of Purchase Price. The Purchase Price shall be payable in a form described in Section 8.

7.4 Withholding Taxes. As a condition to the purchase of shares, the Purchaser shall make such arrangements as the Board may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such purchase.

SECTION 8: PAYMENT; RESTRICTIONS

8.1 General Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in full by, as applicable, cash or check for an amount equal to the aggregate Purchase Price or Exercise Price for the number of Shares being purchased, or in the discretion of the Administrator, upon such terms as the Administrator shall approve, (i) in the case of an Option, by a copy of instructions to a broker directing such broker to sell the Shares for which such Option is exercised, and to remit to the Company the aggregate Exercise Price of such Options (a “cashless exercise”), (ii) in the case of an Option or a sale of Shares, by paying all or a portion of the Exercise Price or Purchase Price for the number of Shares being purchased by tendering Stock owned by the Optionee, duly endorsed for transfer to the Company, with a

Fair Market Value on the date of delivery equal to the aggregate Exercise Price of the Shares with respect to which such Option or portion thereof is thereby exercised or the Purchase Price of the Shares being acquired (a “stock-for-stock exercise”) or (iii) by a stock-for-stock exercise by means of attestation whereby the Optionee identifies for delivery specific Shares already owned by Optionee and receives a number of Shares equal to the difference between the Option Shares thereby exercised and the identified attestation Shares (an “attestation exercise”).

8.2 Withholding Payment. The Purchase Price or Exercise Price shall include payment of the amount of all federal, state, local or other income, excise or employment taxes subject to withholding (if any) by the Company or any parent or subsidiary corporation as a result of the exercise of an Option or Stock Purchase Right. The Optionee may pay all or a portion of the tax withholding by cash or check payable to the Company, or, at the discretion of the Administrator, upon such terms as the Administrator shall approve, by (i) cashless exercise or attestation exercise; (ii) stock-for-stock exercise; (iii) in the case of an Option, by paying all or a portion of the tax withholding for the number of shares being purchased by withholding shares from any transfer or payment to the Optionee (“Stock Withholding”); or (iv) a combination of one or more of the foregoing payment methods. Any Shares issued pursuant to the exercise of an Option and transferred by the Optionee to the Company for the purpose of satisfying any withholding obligation shall not again be available for purposes of the Plan. The Fair Market Value of the number of Shares subject to Stock Withholding shall not exceed an amount equal to the applicable minimum required tax withholding rates.

8.3 Services Rendered. At the discretion of the Administrator, Shares may be awarded under the Plan in consideration of services rendered to the Company, a Parent or a Subsidiary prior to the award.

8.4 Promissory Note. To the extent that a Stock Option Agreement or Stock Purchase Agreement so provides, in the discretion of the Administrator, upon such terms as the Administrator shall approve, all or a portion of the Exercise Price or Purchase Price (as the case may be) of Shares issued under the Plan may be paid with a promissory note, which shall either be full recourse or secured by assets with a Fair Market Value at least equal to the principal amount of such note; provided, however, that payment of any portion of the Exercise Price by promissory note shall not be permitted where such loan would be prohibited by applicable laws, regulations and rules of the SEC and any other governmental agency having jurisdiction. However, in the event there is a stated par value of the Shares and applicable law requires, the par value of the Shares, if newly issued, shall be paid in cash or cash equivalents. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon unless the promissory note is otherwise secured by other assets. Subject to the foregoing, the Administrator (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any) and other provisions of such note. Unless the Administrator determines otherwise, Shares having a Fair Market Value at least equal to the principal amount of the loan shall be pledged by the holder to the Company as security for payment of the unpaid balance of the loan and such pledge shall be evidenced by a pledge agreement, the terms of which shall be determined by the Administrator, in its discretion; provided, however, that each

loan shall comply with all applicable laws, regulations and rules of the Board of Governors of the Federal Reserve System and any other governmental agency having jurisdiction.

8.5 Exercise/Pledge. To the extent that a Stock Option Agreement or Stock Purchase Agreement so allows and if Stock is publicly traded, in the discretion of the Administrator, upon such terms as the Administrator shall approve, payment may be made all or in part by the delivery (on a form prescribed by the Administrator) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

8.6 Written Notice. The purchaser shall deliver a written notice to the Administrator requesting that the Company direct the transfer agent to issue to the purchaser (or to his designee) a certificate for the number of Shares being exercised or purchased or, in the case of a cashless exercise or Stock Withholding exercise, for any Shares that were not sold in the cashless exercise or withheld.

8.7 First Refusal Right. Each Stock Option Agreement and Stock Purchase Agreement may provide that the Company or the Company’s assignee shall have the right of first refusal (the “First Refusal Right”), exercisable in connection with any proposed sale, pledge, hypothecation, disposition or other transfer of any Purchased Stock that is not then subject to the Exercise Price Repurchase Right, such that in the event the holder of such Purchased Stock desires to accept a bona fide third-party offer for any or all of such Purchased Stock, such Purchased Stock shall first be offered to the Company upon the same terms and conditions as are set forth in the bona fide offer.

8.8 Repurchase Rights. Each Stock Option Agreement and Stock Purchase Agreement may provide that the Company may repurchase (i) all or any portion of the Purchased Stock held by a Participant that have vested in accordance with the vesting provisions set forth in such Stock Option Agreement or Stock Purchase Agreement and applicable to such Rights (the “Fair Market Repurchase Right”) and/or (ii) all or any portion of the Participant’s Purchased Stock that have not vested in accordance with such vesting provisions (the “Exercise Price Repurchase Right”). The Fair Market Repurchase Right and the Exercise Price Repurchase Right are collectively referred to as a “Repurchase Right”.

8.8.1 Repurchase Price. The Fair Market Repurchase Right as to any Purchased Stock shall be exercisable at a price per Share equal to the Fair Market Value of such Purchased Stock. The Exercise Price Repurchase Right as to any Purchased Stock which remains subject to the Exercise Price Repurchase Right shall be exercisable at a price per share equal to the Purchase Price or Exercise Price, as the case may be, applicable to such Purchased Stock. For so long as the Company continues to grant Options or Stock Purchase Rights under the Plan in reliance upon the exemption from qualification set forth in Section 25102(o) of the California Corporations Code, the Exercise Price Repurchase Right shall lapse as to any Purchased Stock that has vested in accordance with the vesting provisions applicable to such Purchased Stock and set forth in the Stock Option Agreement or Stock Purchase Agreement, which vesting provisions shall provide that the Shares subject to such Stock Option Agreement or Stock Purchase

Agreement shall vest at a rate no less than 20% per year; provided, however, that a Stock Option Agreement or Stock Purchase Agreement with a Consultant, a Director or an officer or director of the Company or any Parent or Subsidiary of the Company, may provide for vesting at a slower rate than the rate set forth above.

8.8.2 Exercise of Repurchase Right. A Repurchase Right may be exercised only within 90 days after the termination of the Participant’s Service (or in the case of Stock issued upon exercise of an Option or purchased under a Stock Purchase Agreement, in either case after the date of termination, within 90 days after the date of the exercise or Stock purchase, whichever is applicable) for cash or for cancellation of indebtedness incurred in purchasing the shares.

8.9 Termination of Repurchase and First Refusal Rights. The Fair Market Repurchase Right and the First Refusal Rights shall lapse and cease to have effect upon the earlier of (A) the closing of the Company’s initial firm commitment underwritten offering of securities to the public pursuant to a registration statement on Form S-1 (or any successor form) filed with, and declared effective by, the SEC or (B) a Change in Control of the Company in which the successor corporation is subject to the reporting requirements of the SEC and has equity securities that are publicly traded on the New York Stock Exchange or The Nasdaq Stock Market. The Exercise Price Repurchase Right shall continue in effect without regard to whether the Fair market Repurchase Right and the First Refusal Rights lapse as set forth in the preceding sentence.

8.10 No Transferability. Except as provided herein, other than by will or by operation of the laws of descent and distribution to the extent permitted by Rule 12h-1, a Participant may not assign, sell, encumber, dispose of or otherwise transfer any Rights (whether or not then subject to the Repurchase Right), any Purchased Stock that is then subject to the Exercise Price Repurchase Right or any Shares issuable upon any Option which has not been fully exercised. In addition, except as provided herein, other than by will or by operation of the laws of descent and distribution, a Participant may not assign, sell, encumber, dispose of or otherwise transfer in contravention of the First Refusal Right or the Market Stand-Off any Purchased Stock that is not then subject to the Exercise Price Repurchase Price.

8.10.1 Permitted Transfer of Non-Qualified Option. The Administrator, in its sole discretion may permit the transfer of a Non-Qualified Option (but not an ISO or Stock Purchase Right) as follows: (i) by gift to a member of the Participant’s immediate family or (ii) by transfer by instrument to a trust providing that the Non-Qualified Option is to be passed to beneficiaries who are members of the Participant’s immediate family upon death of the trustor (either or both (i) or (ii) referred to as a “Permitted Transferee”). For purposes of this Section 8.10.1, “immediate family” shall mean the Optionee’s spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships.

8.10.2 Conditions of Permitted Transfer. A transfer permitted under this Section 8.10 hereof may be made only upon written notice to and approval thereof by the Administrator.

A Permitted Transferee may not further assign, sell or transfer the transferred Option, in whole or in part, other than by will or by operation of the laws of descent and distribution to the extent permitted by Rule 12h-1. A Permitted Transferee shall agree in writing to be bound by the provisions of this Plan.

8.11 Pledge. No Participant shall, prior to the exercise of any Option granted to such Participant, or prior to the purchase of Purchased Stock issuable to such Participant upon exercise of a Purchase Right, pledge, hypothecate or otherwise transfer, or initiate or maintain any short position, Put Equivalent Position or Call Equivalent Position with respect to any unexercised Option or any Shares issuable upon exercise of any such unexercised Option or any award or purchase of Purchased Stock or any Shares purchasable pursuant to any Purchase Rights, except for transfers permitted under Section 8.10 of the Plan.

SECTION 9: ADJUSTMENTS; MARKET STAND-OFF

9.1 Effect of Certain Changes.

9.1.1 Stock Dividends, Splits, Etc. If there is any change in the number of outstanding shares of Stock by reason of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification, then (i) the number of shares of Stock available for Rights, (ii) the number of shares of Stock covered by outstanding Rights and (iii) the Exercise Price or Purchase Price of any Stock Option or Purchase Right in effect prior to such change, shall be proportionately adjusted by the Administrator to reflect any increase or decrease in the number of issued shares of Stock; provided, however, that any fractional shares resulting from the adjustment shall be eliminated.

9.1.2 Liquidation, Dissolution, Merger or Consolidation. In the event of a dissolution or liquidation of the Company, or any corporate separation or division, including, but not limited to, a split-up, a split-off or a spin-off, or a sale of substantially all of the assets of the Company; a merger or consolidation in which the Company is not the Surviving Entity; a reverse merger in which the Company is the Surviving Entity, but the shares of Company stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or the transfer of more than 90% of the then outstanding voting stock of the Company to another person or entity, then, the Company, to the extent permitted by applicable law, but otherwise in its sole discretion may provide for: (i) the continuation of outstanding Rights by the Company (if the Company is the Surviving Entity); (ii) the assumption of the Plan and such outstanding Rights by the Surviving Entity or its parent; (iii) the substitution by the Surviving Entity or its parent of Rights with substantially the same terms for such outstanding Rights; (iv) the cancellation of such outstanding Rights with payment of such alternate consideration as the Administrator, in good faith, may determine to be equitable in the circumstances, which consideration may be equal to the difference between the Fair Market Value of the Stock underlying such unexercised Rights and the Exercise Price or the Purchase Price, as the case may be; or (v) the cancellation of such outstanding Rights without payment of any consideration, provided that if such Rights would be canceled in accordance with the foregoing, the Participant shall have the right, exercisable during the later of the ten-day period ending on the fifth day prior to such merger or consolidation or ten

days after the Administrator provides the Rights holder a notice of cancellation, to exercise the vested portion of such Rights in whole or in part, or, if provided for by the Administrator using its sole discretion in a notice of cancellation, to exercise such Rights in whole or in part without regard to any vesting provisions in the Rights agreement.

9.1.3 Further Adjustments. Subject to Section 9.1.2, the Administrator shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation or Change in Control, to take such further action as it determines to be necessary or advisable, and fair and equitable to Participants, with respect to Rights. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Rights so as to provide for earlier, later, extended or additional time for exercise and other modifications, and the Administrator may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Administrator may take such action before or after granting Rights to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation or Change in Control that is the reason for such action.

9.1.4 Par Value Changes. In the event of a change in the Stock of the Company as presently constituted which is limited to a change of all of its authorized shares with par value, into the same number of shares without par value, or a change in the par value, the shares resulting from any such change shall be “Stock” within the meaning of the Plan.

9.2 Decision of Administrator Final. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive; provided, however, that each ISO granted pursuant to the Plan shall not be adjusted in a manner that causes such Stock Option to fail to continue to qualify as an ISO without the prior consent of the Optionee thereof.

9.3 No Other Rights. Except as hereinbefore expressly provided in this Section 9, no Participant shall have any rights by reason of any subdivision or consolidation of shares of Company stock or the payment of any dividend or any other increase or decrease in the number of shares of Company stock of any class or by reason of any of the events described in Section 9.1, above, or any other issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class; and, except as provided in this Section 9, none of the foregoing events shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Stock subject to Rights. The grant of a Right pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or part of its business or assets.

9.4 Market Stand-Off. By exercising any Right granted under this Plan, each Participant shall be deemed to have agreed that, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, including the Company’s initial public

offering, such Participant will not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the repurchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any Purchased Stock without the prior written consent of the Company or its underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters (the “Market Stand-Off”).

9.5 Incorporation. This section 9 shall be deemed to be incorporated into each Stock Option Agreement and Stock Purchase Agreement governing Rights granted under this Plan.

SECTION 10: AMENDMENT AND TERMINATION

The Board may amend, suspend or terminate the Plan at any time and for any reason. At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on shareholder approval.

SECTION 11: GENERAL PROVISIONS

11.1 General Restrictions.

11.1.1 No View to Distribute. The Administrator may require each person acquiring shares of Stock pursuant to the Plan to represent to and agree with the Company in writing that such person is acquiring the shares without a view towards distribution thereof. The certificates for such shares may include any legend that the Administrator deems appropriate to reflect any restrictions on transfer.

11.1.2 Legends. All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which the Stock is then listed and any applicable federal or state securities laws, and the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

11.1.3 No Rights as Shareholder. Except as specifically provided in this Plan, a Participant or a transferee of a Right shall have no rights as a shareholder with respect to any shares covered by the Rights until the date of the issuance of a Stock certificate to him or her for such shares, and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Stock certificate is issued, except as provided in Section 9.1, hereof.

11.2 Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

11.3 Disqualifying Dispositions. Any Participant who shall make a “disposition” (as defined in Section 424 of the Code) of all or any portion of an ISO within two years from the date of grant of such ISO or within one year after the issuance of the shares of Stock acquired upon exercise of such ISO shall be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Stock.

11.4 Regulatory Matters. Each Stock Option Agreement and Stock Purchase Agreement shall provide that no shares shall be purchased or sold thereunder unless and until (i) any then applicable requirements of state or federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Company and its counsel and (ii) if required to do so by the Company, the Optionee or Offeree shall have executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Board or Committee may require.

11.5 Delivery. Upon exercise of a Right granted under this Plan, the Company shall issue Stock or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory obligations the Company may otherwise have, for purposes of this Plan, thirty days shall be considered a reasonable period of time.

11.6 Other Provisions. The Stock Option Agreements and Stock Purchase Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Rights, as the Administrator may deem advisable.

11.7 Conflicts. If, with respect to any Right and/or Purchased Stock, there is any conflict between the provisions of the Plan and the Stock Option Agreement or the Stock Purchase Agreement, as the case may be, applicable to such Right and/or Purchased Stock, then the provisions of such Stock Option Agreement or Stock Purchase Agreement, as the case may be, shall be controlling with respect to such Right and/or Purchased Stock.

SECTION 12: INFORMATION TO PARTICIPANTS

To the extent necessary to comply with California law, the Company each year shall furnish to Participants its balance sheet and income statement unless such Participants are limited to key Employees whose duties with the Company assure them access to equivalent information. Beginning December 31, 2010 and for so long as the Company is relying upon the exemption from registration of Options or Purchase Rights under the Exchange Act as set forth in Rule 12h-1(f), the Company shall provide to each Participant the information prescribed by paragraph (f)(1)(vi) of Rule 12h-1. Such information may be provided by the Company in any manner permitted by Rule 12h-1(f), and may be subject to any restrictions permitted by Rule 12h-1(f), including obligations of confidentiality.

SECTION 13: SHAREHOLDERS AGREEMENT

As a condition to the transfer of Stock pursuant to a Right granted under this Plan, the Administrator, in its sole and absolute discretion, may require the Participant to execute and

become a party to any agreement by and among the Company and any of its shareholders which exists on or after the Date of Grant (the “Shareholders Agreement”). If the Participant becomes a party to a Shareholders Agreement, in addition to the terms of this Plan and the Stock Option Agreement or Stock Purchase Agreement (whichever is applicable) pursuant to which the Stock is transferred, the terms and conditions of Shareholders Agreement shall govern Participant’s rights in and to the Stock; and if there is any conflict between the provisions of the Shareholders Agreement and this Plan or any conflict between the provisions of the Shareholders Agreement and the Stock Option Agreement or Stock Purchase Agreement (whichever is applicable) pursuant to which the Stock is transferred, the provisions of the Shareholders Agreement shall be controlling. Notwithstanding anything to the contrary in this Section 13, if the Shareholders Agreement contains any provisions which would violate Section 25102(o) of the California Corporations Code if applied to a Participant, then for so long as the Company continues to grant Rights under the Plan in reliance upon the exemption from qualification set forth in such section, the terms of this Plan and the Stock Option Agreement or Stock Purchase Agreement (whichever is applicable) pursuant to which the Stock is transferred shall govern the Participant’s rights with respect to such provisions.

SECTION 14: EFFECTIVE DATE OF PLAN

The effective date of this Plan is December 19, 2003.

SECTION 15: TERM OF PLAN

The Plan shall terminate automatically on December 19, 2013, but no later than prior to the 10^th anniversary of the effective date. No Right shall be granted pursuant to the Plan after such date, but Rights theretofore granted may extend beyond that date. The Plan may be terminated on any earlier date pursuant to Section 10 hereof.

LINKEDIN CORPORATION

STOCK OPTION AGREEMENT

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

STOCK OPTION AGREEMENT

SECTION 1: GRANT OF OPTION

1.1 Option. On the terms and conditions set forth in the notice of stock option grant to which this agreement (the “Agreement”) is attached (the “Notice of Stock Option Grant”) and this Agreement, the Company grants to the individual named in the Notice of Stock Option Grant (the “Optionee”) the option to purchase at the exercise price specified in the Notice of Stock Option Grant (the “Exercise Price”) the number of shares of Stock (the “Shares”) set forth in the Notice of Stock Option Grant. This option (the “Option”) is intended to be either an ISO or a Non-Qualified Stock Option, as provided in the Notice of Stock Option Grant.

1.2 Stock Plan and Defined Terms. This option is granted pursuant to and subject to the terms of the LinkedIn Corporation Amended and Restated 2003 Stock Incentive Plan, as in effect on the date specified in the Notice of Stock Option Grant (which date shall be the later of (i) the date on which the Board resolved to grant this option or (ii) the first day of the Optionee’s Service) and as amended from time to time (the “Plan”), a copy of which is attached hereto and which the Optionee acknowledges having received. Capitalized terms not otherwise defined in this Agreement have the definitions ascribed to them in the Plan.

SECTION 2: RIGHT TO EXERCISE

2.1 Exercisability. Subject to Sections 2.2 and 2.3 below and the other conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant; provided, however, Shares purchased by exercising this option shall be subject to the Repurchase Right under Section 7. Notwithstanding the foregoing, the Company may prohibit exercise of this Option, in part or in full, at any time for any period of time if the exercise of this Option may, in the Board’s judgment, lead to the Company being obligated in the future to register its common stock with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended; provided, however, that if the Company so prohibits the exercise of this Option, the Company shall either permit the exercise of this Option at the times set forth in Section 6.1 or make the cash payment described in such section.

2.2 $100,000 Limitation. The aggregate fair market value (determined at the time the option is granted) of the Shares with respect to which ISOs are exercisable for the first time during any calendar year (under all ISO plans of the Company and its Subsidiaries) shall not exceed $100,000. If this option is designated as an ISO in the Notice of Stock Option Grant,

then to the extent (and only to the extent) the Optionee’s right to exercise this option causes this option (in whole or in part) to not be treated as an ISO by reason of the $100,000 annual limitation under Section 422(d) of the Code, such options shall be treated as Non-Qualified Stock Options, but shall be exercisable by their terms. The determination of options to be treated as Non-Qualified Stock Options shall be made by taking options into account in the order in which they are granted. If the terms of this option cause the $100,000 annual limitation under Section 422(d) of the Code to be exceeded, a pro rata portion of each exercise shall be treated as the exercise of a Non-Qualified Stock Option.

2.3 Shareholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s shareholders.

SECTION 3: NO TRANSFER OR ASSIGNMENT OF OPTION

Except as provided herein, other than by will or by operation of the laws of descent and distribution, an Optionee may not assign, sell, encumber, dispose of or otherwise transfer the Option (whether or not then subject to any Repurchase Right (as defined in Section 7.1)), in whole or in part, or any Purchased Stock that is then subject to the Exercise Price Repurchase Right (as defined in Section 7.1). In addition, except as provided herein, other than by will or by operation of the laws of descent and distribution, an Optionee may not assign, sell, encumber, dispose of or otherwise transfer in contravention of the Right of First Refusal or the Market Stand-Off any Purchased Stock that is not then subject to the Exercise Price Repurchase Price. The Administrator, in its sole discretion, may permit the transfer of a Non-Qualified Option (but not an ISO) as follows: (i) by gift to a member of the Participant’s immediate family or (ii) by transfer by instrument to a trust providing that the Option is to be passed to beneficiaries upon death of the trustor (either or both (i) or (ii) referred to as a “Permitted Transferee”). For purposes of this Section 3, “immediate family” shall mean the Optionee’s spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships. A transfer permitted under this Section 3 hereof may be made only upon written notice to and approval thereof by Administrator. A Permitted Transferee may not further assign, sell or transfer the transferred option, in whole or in part, other than by will or by operation of the laws of descent and distribution. A Permitted Transferee shall agree in writing to be bound by the provisions of this Plan.

SECTION 4: EXERCISE PROCEDURES

4.1 Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by delivering a written notice in the form of Exhibit A attached hereto (“Notice of Exercise”) to the Company in the manner specified pursuant to Section 14.4 hereof. Such Notice of Exercise shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment, which must comply with Section 5. The Notice of Exercise shall be signed by the person who is entitled to exercise this option. In the event that this option is to be exercised by the Optionee’s representative, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option.

4.2 Issuance of Shares. After receiving a proper Notice of Exercise, the Company shall cause to be issued a certificate or certificates for the Shares as to which this option has been exercised, registered in the name of the person exercising this option (or in the names of such person and his or her spouse as community property or as joint tenants with right of survivorship). The Company shall cause such certificate or certificates to be deposited in escrow or delivered to or upon the order of the person exercising this option.

4.3 Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the exercise of this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option.

SECTION 5: PAYMENT FOR STOCK

5.1 General Rule. The entire Exercise Price of Shares issued under the Plan shall be payable in full by cash or check for an amount equal to the aggregate Exercise Price for the number of shares being purchased. Alternatively, in the sole discretion of the Plan Administrator and upon such terms as the Plan Administrator shall approve, the Exercise Price may be paid by:

5.1.1 Cashless Exercise. A copy of instructions to a broker directing such broker to sell the Shares for which this option is exercised, and to remit to the Company the aggregate Exercise Price of such option (“Cashless Exercise”);

5.1.2 Stock-For-Stock Exercise. Paying all or a portion of the Exercise Price for the number of Shares being purchased by tendering Shares owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised (the “Purchase Price”) aggregate Purchase Price of the shares with respect to which this option or portion hereof is exercised (“Stock-for-Stock Exercise”); or

5.1.3 Attestation Exercise. By a stock for stock exercise by means of attestation whereby the Optionee identifies for delivery specific Shares already owned by Optionee and receives a number of Shares equal to the difference between the Option Shares thereby exercised and the identified attestation Shares (“Attestation Exercise”).

5.2 Withholding Payment. The Exercise Price shall include payment of the amount of all federal, state, local or other income, excise or employment taxes subject to withholding (if any) by the Company or any parent or subsidiary corporation as a result of the exercise of a Stock Option. The Optionee may pay all or a portion of the tax withholding by cash or check payable to the Company, or, at the discretion of the Administrator, upon such terms as the Administrator shall approve, by (i) Cashless Exercise or Attestation Exercise; (ii) Stock-for-Stock Exercise; (iii) in the case of an Option, by paying all or a portion of the tax withholding for the number of shares being purchased by withholding shares from any transfer or payment to the Optionee (“Stock withholding”); or (iv) a combination of one or more of the foregoing payment methods. Any shares issued pursuant to the exercise of an Option and transferred by the Optionee to the Company for the purpose of satisfying any withholding obligation shall not again be available for purposes of the Plan. The fair market value of the number of shares subject to

Stock withholding shall not exceed an amount equal to the applicable minimum required tax withholding rates.

5.3 Promissory Note. The Plan Administrator, in its sole discretion, upon such terms as the Plan Administrator shall approve, may permit all or a portion of the Exercise Price of Shares issued under the Plan to be paid with a full-recourse promissory note; provided, however, that payment of any portion of the Exercise Price by promissory note shall not be permitted where such loan would be prohibited by applicable laws, regulations and rules of the SEC and any other governmental agency having jurisdiction. However, in the event there is a stated par value of the shares and applicable law requires, the par value of the shares, if newly issued, shall be paid in cash or cash equivalents. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. Subject to the foregoing, the Plan Administrator (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any) and other provisions of such note.

5.4 Exercise/Pledge. In the discretion of the Plan Administrator, upon such terms as the Plan Administrator shall approve, payment may be made all or in part by the delivery (on a form prescribed by the Plan Administrator) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

SECTION 6: TERM AND EXPIRATION

6.1 Basic Term. This Option shall expire and shall not be exercisable after the expiration of the earliest of (i) the Expiration Date specified in the Notice of Stock Option Grant (the “Expiration Date”), (ii) three months after the date the Optionee’s Service with the Company and its Subsidiaries terminates if such termination is for any reason other than death, Disability or Cause, (iii) one year after the date the Optionee’s Service with the Company and its Subsidiaries terminates if such termination is a result of death or Disability, and (iv) if the Optionee’s Service with the Company and its Subsidiaries terminates for Cause, all outstanding Options granted to such Optionee shall expire as of the commencement of business on the date of such termination. Outstanding Options that are not vested at the time of termination of employment for any reason shall expire at the close of business on the date of such termination. The Plan Administrator shall have the sole discretion to determine when this option is to expire. For any purpose under this Agreement, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence, to the extent required by applicable law. To the extent applicable law does not require Service to be deemed to continue while the Optionee is on a bona fide leave of absence, such Service shall be deemed to continue if, and only if, expressly provided in writing by the Administrator or a duly authorized officer of the Company, Parent or Subsidiary for whom Optionee provides his or her services. Notwithstanding the foregoing, to the extent the Option is vested and would otherwise be exercisable, but the Company has prohibited the exercise of the Option pursuant to Section 2.1, the Option shall become exercisable (A) upon the closing of the Company’s initial firm commitment underwritten offering of securities to the public pursuant to a registration statement on Form S-1 (or any successor form) filed with, and declared effective by, the SEC and shall remain exercisable until the date that is one month following the expiration of the Market Stand-Off, (B) upon a change in control of the Company in which the successor corporation has equity securities that are publicly traded or (C) at such other times and for such other periods as the Company determines

and informs Optionee. In no event shall the Option be exercisable subsequent to the Expiration Date. If the Company has prohibited the exercise of this Option prior to the Expiration Date and has not thereafter permitted exercise of this Option as set forth above by the date that is one month prior to the Expiration Date, then the Company shall either (x) notify Optionee one month prior to the Expiration Date that this Option shall be exercisable as to vested shares until the Expiration Date or (y) upon the Expiration Date pay the Optionee a cash amount equal to the difference between the Fair Market Value and the Exercise Price, multiplied by the number of vested shares for which Optionee attempted to exercise this Option but was prevented from doing so by the Company pursuant to Section 2.1 and as to which vested shares this Option was never subsequently exercised; provided, however, that the Company’s intent is to provide Optionee an equity ownership interest in the Company rather than provide cash compensation.

6.2 Exercise After Death. Subject to Section 2.1, all or part of this option may be exercised at any time before its expiration under Section 6.1 above by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become vested before the Optionee’s death. When the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet vested and with respect to any Share that is subject to the Exercise Price Repurchase Right (as such term is defined below).

6.3 Notice Concerning ISO Treatment. If this option is designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent it is exercised (i) more than three months after the date the Optionee ceases to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code), (ii) more than 12 months after the date the Optionee ceases to be an Employee by reason of such permanent and total disability or (iii) after the Optionee has been on a leave of absence for more than 90 days, unless the Optionee’s reemployment rights are guaranteed by statute or by contract.

SECTION 7: RIGHT OF REPURCHASE

7.1 Repurchase Rights. The Company shall have the right to repurchase (i) all or any portion of the shares that Optionee has purchased upon exercise of this Option (the “Purchased Stock”) and that have vested in accordance with the vesting provisions set forth in the Notice of Stock Option Grant (the “Fair Market Repurchase Right”) and/or (ii) all or any portion of the Purchased Stock that has not vested in accordance with such vesting provisions (the “Exercise Price Repurchase Right”). The Fair Market Repurchase Right and the Exercise Price Repurchase Right are each referred to as a “Repurchase Right.”

7.2 Repurchase Price. The Fair Market Repurchase Right as to any Purchased Stock shall be exercisable at a price per Share equal to the Fair Market Value of such Purchased Stock. The Exercise Price Repurchase Right as to any Purchased Stock which remains subject to the Exercise Price Repurchase Right shall be exercisable at a price per share equal to the Exercise Price of such shares. For purposes of this Agreement, the term “Repurchase Price” shall mean, with respect to any Purchased Stock, the aggregate price to be paid by the Company for such Purchased Stock in connection with the exercise of the Repurchase Right, as determined under this Section 7.2.

7.3 Exercise of Repurchase Right. The Exercise Price Repurchase Right may be exercised only within 90 days after the termination of the Optionee’s Service (or in the case of shares issued upon exercise of this Option after the date of termination, within 90 days after the date of the exercise) for cash or for cancellation of indebtedness incurred in purchasing the shares.

7.4 Condition Precedent to Exercise. The Fair Market Repurchase Right shall be exercisable only during the 90-day period next following the later of:

7.4.1 The date when the Optionee’s Service terminates for any reason, with or without Cause, including (without limitation) death or disability; or

7.4.2 The date when this Option was exercised by the Optionee, the executors or administrators of the Optionee’s estate or any person who has acquired this Option directly from the Optionee by bequest, inheritance or beneficiary designation.

7.5 Lapse of Stock Repurchase Right. Notwithstanding any of the foregoing, the Fair Market Repurchase Right (but not the Exercise Price Repurchase Right) shall lapse with respect to (i) Shares that are registered under a then currently effective registration statement under applicable federal securities laws and the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or becomes an investment company registered or required to be registered under the Investment Company Act of 1940, or (ii) Shares for which a determination is made by counsel for the Company that such Fair Market Repurchase Right is not permitted by applicable federal or state securities laws.

7.6 Exercise of Repurchase Right. The Company shall exercise any Repurchase Right by written notice delivered to the Optionee prior to the expiration of the 90-day period specified in Section 7.3 or 7.4 above. The notice shall set forth the date on which the repurchase is to be effected, which must occur within 31 days of the notice. The certificate(s) representing the Purchased Stock to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionee the Repurchase Price determined according to this Section 7. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company. Each Repurchase Right shall terminate with respect to any Purchased Stock for which it has not been timely exercised pursuant to this Section 7.6.

7.7 Repurchase Right Adjustments. If there is any change in the number of outstanding shares of Stock by reason of a stock split, reverse stock split, stock dividend, an extraordinary dividend payable in a form other than stock, recapitalization, combination or reclassification, or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, then (i) any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) distributed with respect to any Purchased Stock (or into which such Purchased Stock thereby become convertible) shall immediately be subject to the Repurchase Rights; and (ii) appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the Purchased Stock and to the price per share to be paid upon the exercise of any Repurchase Right; provided, however, that the aggregate Repurchase Price payable for the Purchased Stock shall remain the same.

7.8 Termination of Rights as Shareholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Purchased Stock or Options to be repurchased in accordance with this Section 7, then after such time the person from whom such Purchased Stock are to be repurchased shall no longer have any rights as a holder of such Purchased Stock (other than the right to receive payment of such consideration in accordance with this Agreement). Such Purchased Stock shall be deemed to have been repurchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.

7.9 Escrow. Upon issuance, the certificates for Purchased Stock shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any new, substituted or additional securities or other property described in Section 7.7 above shall immediately be delivered to the Company to be held in escrow. All regular cash dividends on Purchased Stock (or other securities at the time held in escrow) shall be paid directly to the Optionee and shall not be held in escrow. Purchased Stock, together with any other assets or securities held in escrow hereunder, shall be (i) surrendered to the Company for repurchase and cancellation upon the Company’s exercise of its Repurchase Rights or Right of First Refusal or (ii) released to the Optionee upon the termination of the Repurchase Rights and the Right of First Refusal. In any event, all Purchased Stock (and any other vested assets and securities attributable thereto) shall be released following 90 days after the later of (i) the Purchaser’s cessation of Service or (ii) the lapse of the Right of First Refusal, to the extent not otherwise repurchased by the Company in accordance with the terms hereof.

SECTION 8: RIGHT OF FIRST REFUSAL

8.1 Right of First Refusal. In the event that the Optionee proposes to sell, pledge, hypothecate, dispose of or otherwise transfer to a third party any Shares acquired under this Agreement that are not then subject to the Exercise Price Repurchase Right, or any interest in such Shares, to any person, entity or organization (the “Transferee”), (i) the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares (the “Right of First Refusal”) and (ii) the Optionee shall give a written transfer notice (“Transfer Notice”) to the Company describing fully the proposed transfer, including the number of such Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal or state securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of such Shares. The Company shall have the right to purchase all, and not less than all, of such Shares on the terms of the proposal described in the Transfer Notice by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company’s rights under this Section 8.1 shall be freely assignable, in whole or in part.

8.2 Additional Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any Shares subject to this Section 8 or into which such Shares thereby become convertible shall

immediately be subject to this Section 8. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8.

8.3 Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, the Right of First Refusal shall terminate and the Optionee shall have no obligation to comply with the procedures prescribed by this Section 8 upon the earlier of (A) closing of the Company’s initial firm commitment underwritten offering of securities to the public pursuant to a registration statement on Form S-1 (or any successor form) filed with, and declared effective by, the SEC or (B) a Change in Control of the Company in which the successor corporation is subject to the reporting requirements of the SEC and has equity securities that are publicly traded on the New York Stock Exchange or The Nasdaq Stock Market.

8.4 Permitted Transfers. This Section 8 shall not apply to a transfer (i) by gift to a member of the Participant’s immediate family or (ii) by transfer by instrument to a trust providing that the Option is to be passed to beneficiaries upon death of the trustor. For purposes of this Section 8.4, “immediate family” shall mean the Optionee’s spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships.

8.5 Termination of Rights as Shareholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.

SECTION 9: OBLIGATION TO SELL.

Notwithstanding anything herein to the contrary, if at any time following Optionee’s acquisition of Shares hereunder, shareholders of the Company owning 51% or more of the shares of the Company (on a fully diluted basis) (the “Control Sellers”) enter into an agreement (including any agreement in principal) to transfer all of their shares to any person or group of persons who are not affiliated with the Control Sellers, such Control Sellers may require each shareholder who is not a Control Seller (a “Non-Control Seller”) to sell all of their shares to such person or group of persons at a price and on terms and conditions the same as those on which such Control Sellers have agreed to sell their shares, other than terms and conditions relating to the performance or non-performance of services. For the purposes of the preceding sentence, an affiliate of a Control Seller is a person who controls, which is controlled by, or which is under common control with, the Control Seller.

SECTION 10: SHAREHOLDERS AGREEMENT

As a condition to the issuance of Stock pursuant to this Agreement, the Administrator, in its sole and absolute discretion, may require the Optionee to execute and become a party to any agreement by and among the Company and any of its shareholders which exists on or after the Date

of Grant (the “Shareholders Agreement”). If the Optionee becomes a party to a Shareholders Agreement, in addition to the terms of the Plan and this Agreement, the terms and conditions of Shareholders Agreement shall govern Optionee’s rights in and to the Stock; and if there is any conflict between the provisions of the Shareholders Agreement and the Plan or any conflict between the provisions of the Shareholders Agreement and this Agreement, the provisions of the Shareholders Agreement shall be controlling. Notwithstanding anything to the contrary in this Section 10, if the Shareholders Agreement contains any provisions which would violate Section 25102(o) of the California Corporations Code if applied to the Optionee, the terms of the Plan and this Stock Option Agreement shall govern the Participant’s rights with respect to such provisions.

SECTION 11: LEGALITY OF INITIAL ISSUANCE

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that:

11.1 It and the Optionee have taken any actions required to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”) or to perfect an exemption from the registration requirements thereof;

11.2 Any applicable listing requirement of any stock exchange on which Stock is listed has been satisfied; and

11.3 Any other applicable provision of state or federal law has been satisfied.

SECTION 12: NO REGISTRATION RIGHTS

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.

SECTION 13: RESTRICTIONS ON TRANSFER

13.1 Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other law.

13.2 Market Stand-Off. In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Act, including the Company’s initial public offering (a “Public Offering”), the Optionee shall not Transfer for value any shares of Stock without the prior written consent of the Company or its underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters (the “Market Stand-Off”). The Market Stand-off shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion

ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period.

13.3 Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof.

13.4 Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

13.5 Legends. All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

13.6 Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement no longer is required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

13.7 Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 13 shall be conclusive and binding on the Optionee and all other persons.

SECTION 14: MISCELLANEOUS PROVISIONS

14.1 Rights as a Shareholder. Except as specifically provided herein, Optionee shall have no rights as a shareholder of the Company until the date of the issuance of a Stock certificate to him or her for such shares, and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Stock certificate is issued, except as provided in Section 9.1 of the Plan.

14.2 Adjustments. If there is any change in the number of outstanding shares of Stock by reason of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification, then (i) the number of shares subject to this Option and (ii) the Exercise Price of this Option, in effect prior to such change, shall be proportionately adjusted to reflect any increase or decrease in the number of issued shares of Stock; provided, however, that any fractional shares resulting from the adjustment shall be eliminated. In the event of a dissolution or liquidation of the Company, or any corporate separation or division, including, but not limited to, a split-up, a split-off or a spin-off, or a sale of substantially all of the assets of the Company; a merger or consolidation in which the Company is not the Surviving Entity; a reverse merger in which the Company is the Surviving Entity, but the shares of Company stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or the transfer of more than 90% of the then outstanding voting stock of the Company to another person or entity, then, the Company, to the extent permitted by applicable law, but otherwise in its sole discretion may provide for: (i) the continuation of outstanding Stock Options by the Company (if the Company is the Surviving Entity); (ii) the assumption of the Plan and such outstanding Stock Options by the Surviving Entity or its parent; (iii) the substitution by the Surviving Entity or its parent of Stock Options with substantially the same terms for such outstanding Stock Options; (iv) the cancellation of such outstanding Stock Options with payment of such alternate consideration as the Administrator, in good faith, may determine to be equitable in the circumstances, which consideration may be equal to the difference between the Fair Market Value of the Stock underlying such unexercised Stock Options and the Exercise Price; or (v) the cancellation of such outstanding Stock Options without payment of any consideration, provided that if such Stock Options would be canceled in accordance with the foregoing, the Optionee shall have the right, exercisable during the later of the ten-day period ending on the fifth day prior to such merger or consolidation or ten days after the Administrator provides the Optionee a notice of cancellation, to exercise the vested portion of such Stock Options in whole or in part, or, if provided for by the Administrator using its sole discretion in a notice of cancellation, to exercise such Stock Options in whole or in part without regard to any vesting provisions in this Agreement or the Notice of Stock Option Grant.

14.3 No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.

14.4 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed the Optionee at the address set forth in the records of the Company. Notice shall be addressed to the Company at:

LinkedIn Corporation

2029 Stierlin Court

Mountain View, California 94043

14.5 Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter

hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

14.6 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CHOICE OF LAWS PROVISIONS, AS CALIFORNIA LAWS ARE APPLIED TO CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.

14.7 Attorneys’ Fees. In the event that any action, suit or proceeding is instituted upon any breach of this Agreement, the prevailing party shall be paid by the other party thereto an amount equal to all of the prevailing party’s costs and expenses, including attorneys’ fees incurred in each and every such action, suit or proceeding (including any and all appeals or petitions therefrom). As used in this Agreement, “attorneys’ fees” shall mean the full and actual cost of any legal services actually performed in connection with the matter involved calculated on the basis of the usual fee charged by the attorney performing such services and shall not be limited to “reasonable attorneys’ fees” as defined in any statute or rule of court.

14.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


Optionee:						LinkedIn Corporation

By:						By:



Name:						Name:

						Its:

EXHIBIT A

NOTICE OF EXERCISE

(To be signed only upon exercise of the Option)

LinkedIn Corporation

2029 Stierlin Court

Mountain View, California 94043

The undersigned, the holder of the enclosed Stock Option Agreement, hereby irrevocably elects to exercise the purchase rights represented by the Option and to purchase thereunder * shares of Common Stock of LinkedIn Corporation (the “Company”), and herewith encloses payment of $ and/or shares of the Company’s common stock in full payment of the purchase price of such shares being purchased.

The undersigned confirms that: (1) the Company has delivered to the undersigned, a reasonable period before exercise of the Option, certain information, including a summary of the material terms of the Company’s Amended and Restated 2003 Stock Incentive Plan, information about the risks associated with exercising the Option and financial statements of the Company; (2) the Shares being acquired upon exercising this Option are being acquired for investment, and not with a view to sale or distribution; and (3) based on the undersigned’s knowledge about the Company, education, business and life experience, the undersigned is able to evaluate the merits and risks of purchasing the Shares by exercising the Option.

Dated:

YOUR STOCK MAY BE SUBJECT TO RESTRICTIONS AND FORFEITABLE UNDER THE NOTICE OF STOCK OPTION GRANT AND THE OPTION AGREEMENT

(Signature must conform in all respects to name of holder as specified on the face of the Option)

(Please Print Name)

(Address)

* Insert here the number of shares called for on the face of the Option, or, in the case of a partial exercise, the number of shares being exercised, in either case without making any adjustment for additional Common Stock of the Company, other securities or property that, pursuant to the adjustment provisions of the Option, may be deliverable upon exercise.

EX-10.4 4 dex104.htm OFFER LETTER, BETWEEN LINKEDIN CORPORATION AND JEFFREY WEINER Offer Letter, between LinkedIn Corporation and Jeffrey Weiner

Exhibit 10.4

September 9, 2009

Jeff Weiner

Dear Jeff,

On behalf of LinkedIn Corporation (“LinkedIn” or the “Company”), the Company’s Board of Directors (the “Board”) is pleased to offer you the following terms of employment as Chief Executive Officer of the Company, effective June 24, 2009. This offer letter replaces in its entirety the offer letter dated December 17, 2008 (the “Prior Offer Letter”), pursuant to which you were offered, and accepted, the position of Interim President. The initial terms of your new position with the Company are as set forth below.

1. Position.

You will be the Chief Executive Officer of the Company. Your place of employment will be the Company’s office in Mountain View, California. Your responsibilities in this position will include managing the day to day operations of LinkedIn and you will report to the Board. You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of and from the Company. During the term of your employment, you further agree that you will devote all of your business time and attention to the business of the Company and that you will not, directly or indirectly, engage or participate in any personal, business, charitable or other enterprise that is competitive in any manner with the business of the Company, whether or not such activity is for compensation.

2. Compensation.

Your base salary will continue to be at the rate of $250,000 per year, less payroll deductions and all required withholdings. You will be paid semi-monthly on the Company’s regularly scheduled pay dates. Additionally you are eligible to earn bonus compensation of up to 60% of your base salary for your performance for Calendar Year 2009 as part of the Executive Bonus Compensation Plan (the “Bonus Plan”), the details of which are attached as Addendum A.

In addition, you will continue to be eligible for the following standard Company benefits: health, dental, and vision coverage for employees, as well as subsidized coverage for family members; Short and Long Term Disability and Life Insurance coverage; and you will be able to participate in the company 401 (k) plan. Additionally, you will continue to receive the equivalent of 18

days of personal time off (PTO) per year that accrues semi-monthly commencing from your first date of employment with the Company (the “Original Start Date”). PTO will stop accruing when an employee reaches 252 hours of PTO. Details about these benefits are provided in the Summary Plan Descriptions, available for your review. The Company may modify your compensation and benefits from time to time as it deems necessary, with or without advance notice.

3. Stock Grant.

As stated in the Prior Offer Letter, you were entitled to be granted options to purchase up to 3,844,512 shares of the Company Common Stock (“Options”) under the Company’s 2003 Stock Incentive Plan (the “Plan”), which Options were granted to you on February 24, 2009. This promotion does not entitle you to any additional option grants, although the Board may, in its absolute discretion, choose to grant to you additional options in the future. The Options are subject to the terms of the Plan, and will vest on a monthly basis over four years from the Original Start Date in forty-eight equal installments. In the event your employment is terminated prior to an IPO or a Change in Control, you will also have eighteen months from your last day of employment to exercise these options. You also previously early exercised a portion of your option grant pursuant to an Option Exercise and Repurchase Agreement between you and the Company, effective May 29, 2009 (the “Option Exercise Agreement”). The terms of such agreement, and the accompanying promissory notes, remain in full force and effect and are not modified in any way by this Offer Letter.

4. Confidential Information and Non-Solicitation Agreement.

Like all Company employees, you will continue to be required, as a condition of your employment, to abide by Company rules and policies. You have previously signed the Company’s Employee Confidential Information and Non-Solicitation Agreement, which, among other things, prohibits unauthorized use or disclosure of the Company’s proprietary and confidential information and the unauthorized disclosure or use of any third party proprietary and confidential information. That agreement shall continue in full force and effect. You further agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. In addition, as a condition of employment, you agree that you will not assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any employees of the Company.

Throughout the duration of your employment, you agree to disclose to the Company in writing, any continuing outside working relationships with other customers or entities with whom you are working or will work (whether or not for compensation), as well as any potential conflicts of

interest, sources of income or other business endeavors (including any entity in which you own more than 5% of the outstanding equity securities or have voting control of more than 5%).

5. At-Will Employment.

Your employment with the Company will continue to be “at-will.” This means that either you or the Company may terminate your employment relationship at any time, with or without notice, and with or without cause. By originally accepting employment with the Company pursuant to the Prior Offer Letter you agreed, and by accepting the role of CEO you confirm you understand and agree, that this at-will relationship cannot be changed or retracted, either orally or in writing, or by any policy or conduct, unless you receive a document expressly stating that your employment is no longer at-will, which is signed both by you and the Chair of the Board.

6. Change of Control.

The Company recognizes that upon a Change of Control, it is appropriate to provide you with accelerated vesting if your employment is involuntarily terminated without cause or you are constructively terminated following such a Change of Control.

Accordingly, if within twelve (12) months following any Change of Control, your employment is involuntarily terminated without Cause, or you are Constructively Terminated following such Change in Control, then upon such termination you will be entitled to immediate vesting of 100% of the number of shares subject to all Options granted to you which remain unvested as of the date of your termination or Constructive Termination. If Options are not being assumed by the successor entity in connection with a Change of Control (where “assumed” means translated into some form of compensation), then all Options granted to you will become fully exercisable immediately prior to the consummation of the Change of Control. You will not be entitled to any salary continuation or severance payments.

If you are terminated with Cause or voluntarily resign your employment following any Change in Control, but are not Constructively Terminated, you will not be entitled to any accelerated vesting of Options or severance payments.

For purposes of this offer letter, “Cause”, “Change of Control” and “Constructive Termination” shall have the meaning set forth on Exhibit A. Your right to such acceleration is conditioned upon your signing the Company’s then current standard form of release releasing the Company (or any successor entity), its officers, directors and affiliates from all liability whatsoever.

7. Severance Without Change of Control.

If you are terminated without Cause or you resign your employment due to a Constructive Termination, so long as such termination is not within twelve (12) months following a Change of Control, then you shall be entitled to receive, as severance, (a) six (6) month’s base salary continuation, (b) six (6) months reimbursement of payments for continuing health coverage, pursuant to COBRA, assuming you elect COBRA continuation, and (c) continued vesting of your shares for a period of three (3) months following such employment termination. Your right to such salary continuation, COBRA reimbursement, and continued vesting is conditioned upon your signing the Company’s then current standard form of release releasing the Company (or any successor entity), its officers, directors and affiliates from all liability whatsoever. For clarity purposes, you shall not be entitled to any bonus after any such termination, nor shall you be entitled to any acceleration of vesting of your stock options

8. Additional Information.

You have previously received in connection with the Prior Offer Letter information regarding your terms and conditions of employment and the Company’s policies and procedures. These materials are merely meant to provide additional information relating to your job and do not change the at-will nature of your employment, which can only be changed by a writing signed by both you and an authorized officer of the Company.

This letter, the Employee Confidential Information and Non-Solicitation Agreement and the Option Exercise Agreement you previously signed contain all of the terms of your employment with the Company and supersede any prior understandings or agreements, whether oral or written, between you and the Company. This letter may not be amended or modified except by an express written agreement signed by you and the Chairman of the Board.

Upon acceptance of this letter, please sign and return to me.

Sincerely,

/s/ Erika Rottenberg

Erika Rottenberg

V.P., General Counsel and Secretary

Agreed and accepted as of:


9/12/09				/s/ Jeffrey Weiner
Date				Signature

EXHIBIT A

“Cause” shall mean: (i) you engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company or its affiliates; (ii) you violating a federal or state law or regulation applicable to the Company’s business which violation was or is reasonably likely to be injurious to the Company; (iii) you materially breaching the terms of any confidentiality agreement or invention assignment agreement between you and the Company; or (iv) you being convicted of, or entering a plea of nolo contendere, to a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates.

“Change of Control” shall mean the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets of another corporation or entity, or other similar transaction (each, a “Business Combination”), unless, in each case, immediately following such Business Combination (A) all or substantially all of the individuals and entities who were the beneficial owners of voting stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 55% of the combined voting power of the then outstanding shares of voting stock of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries,) and (B) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were members of the Board of Directors of the Company at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

“Constructive Termination” shall mean (i) without your written consent, a reduction in your base salary, other than a reduction in salary that is part of an expense reduction effort applied to the executive management team (defined as the Chief Executive Officer and the Chief Executive Officer’s direct reports) generally and which results in a percentage reduction of your salary or bonus no greater than the greatest percentage reduction applied to at least one other member of the executive management team; or (ii) without your written consent, a relocation of your principal place of work to a location more than 35 miles away from your workplace prior to the relocation; or (iii) without your written consent the significant reduction of your duties or responsibilities when compared to your duties or responsibilities in effect immediately prior to such change; it is understood, however, that if, following a Change of Control pursuant to which the Company becomes part of a larger entity but remains a separate business entity, you continue to be the general manager of such business entity (or a successor entity) and you retain responsibility for managing the day to day operations of such business entity (even if the Company is a part of such larger entity and/or you no longer report to or interact with the Board of Directors of either the Company or the acquiring entity or if you no longer retain the title of Chief Executive Officer) such arrangements shall not be considered a Constructive Termination under the foregoing clause (iii).

LINKEDIN CORPORATION

AMENDMENT TO OFFER LETTER OF JEFF WEINER

This amendment (the “Amendment”) is made by and between Jeff Weiner (“Employee”) and LinkedIn Corporation (the “Company,” and together with Employee, the “Parties”) on the dates set forth below.

WHEREAS, the Parties entered into an offer letter dated August 22, 2009 (the “Offer Letter”);

WHEREAS, the Company and Employee desire to amend certain provisions of the Offer Letter to come into documentary compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and official guidance promulgated thereunder (together, “Section 409A”).

NOW, THEREFORE, for good and valuable consideration, Employee and the Company agree that the Offer Letter is hereby amended as follows.

1. Release of Claims. Section 7 of the Offer Letter is hereby amended and restated to provide in its entirety the following:

“7. Severance Without Change of Control.

If you are terminated without Cause or you resign your employment due to a Constructive Termination, so long as such termination is not within twelve (12) months following a Change of Control, then you shall be entitled to receive, as severance, (a) six (6) month’s base salary continuation, (b) six (6) months reimbursement of payments for continuing health coverage, pursuant to COBRA, assuming you elect COBRA continuation, and (c) continued vesting of your shares for a period of three (3) months following such employment termination. Your right to such salary continuation, COBRA reimbursement, and continued vesting is conditioned upon your signing the Company’s then current standard form of release releasing the Company (or any successor entity), its officers, directors and affiliates from all liability whatsoever (the “Release”). The Release must become effective and irrevocable no later than sixty (60) days following your termination of employment with the Company. No severance payments and benefits under this Section 7 will be paid or provided until the Release becomes effective and irrevocable, and any such severance payments and benefits otherwise payable between the date of your termination of employment with the Company and the date the Release becomes effective and irrevocable will be paid on the 60^th day following the date of your termination of employment with the Company.

For clarity purposes, you shall not be entitled to any bonus after any such termination, nor shall you be entitled to any acceleration of vesting of your stock options.”

2. Section 409A. The Offer Letter is hereby amended to add a new Section 8 as follows and the existing Section 8 is renumbered as Section 9:

“8. Section 409A.

Notwithstanding anything to the contrary in this offer letter, no severance payments or benefits payable to you, if any, pursuant to this offer letter that, when considered together with any other severance payments or separation benefits, is considered deferred compensation under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (together, the “Deferred Payments”) will be payable until you have a “separation from service” within the meaning of Section 409A. Similarly, no severance payments or benefits payable to you, if any, pursuant to this offer letter that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until you have a “separation from service” within the meaning of Section 409A. Any severance payments or benefits under this offer letter that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60^th) day following your separation from service, or, if later, such time as required by the following paragraph. Except as required by the following paragraph, any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on the sixtieth (60^th) day following your separation from service and the remaining payments shall be made as provided in this offer letter.

Further, if you are a “specified employee” within the meaning of Section 409A at the time of your separation from service (other than due to death), any Deferred Payments that otherwise are payable within the first six (6) months following your separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of your separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of your death following your separation from service but prior to the six (6) month anniversary of your separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

The provisions under this offer letter are intended to comply with, or be exempt from, the requirements of Section 409A so that none of the severance payments and benefits to be provided under this offer letter will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be exempt. You and the Company agree to work together in good faith to consider amendments to this offer letter and to take such reasonable actions which are necessary, appropriate or

desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section 409A. In no event will the Company reimburse you for any taxes that may be imposed on you as result of Section 409A.”

3. Full Force and Effect. To the extent not expressly amended hereby, the Offer Letter shall remain in full force and effect.

4. Entire Agreement. This Amendment and the Offer Letter constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof. This Amendment may be amended at any time only by mutual written agreement of the Parties.

5. Counterparts. This Amendment may be executed in counterparts, all of which together shall constitute one instrument, and each of which may be executed by less than all of the parties to this Amendment.

6. Governing Law. This Amendment will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).

o 0 o

IN WITNESS WHEREOF, each of the Parties has executed this Amendment, in the case of the Company by its duly authorized officer, on the dates set forth below.


	LINKEDIN CORPORATION	EMPLOYEE

	/s/ Erika Rottenberg	/s/ Jeffrey Weiner

By:	Erika Rottenberg

Date:	1/12/2011	Date:	1/21/2011

EX-10.5 5 dex105.htm OFFER LETTER, BETWEEN LINKEDIN CORPORATION AND STEVEN SORDELLO Offer Letter, between LinkedIn Corporation and Steven Sordello

Exhibit 10.5

June 14, 2007

Steve Sordello

(Via EMAIL)

Dear Steve,

We are pleased to offer you a position as Chief Financial Officer, CFO, here at LinkedIn, Corporation (the “Company”) beginning July 9^th 2007 (the “Start Date”) or as soon thereafter as possible. Your responsibilities in this position will include but not be limited to: tracking and reporting our business progress; forecasting future periods; leading the annual budgeting process; partnering with our human resources leader in creating and managing our compensation and executive compensation programs; building a strong finance team; building the infrastructure to meet the needs of our growing business. You will be reporting to Dan Nye, CEO. Your annual base salary will be $200,000, paid semi-monthly. Additionally you will be eligible to receive up to $75,000 in bonus at the end of 2007 based upon mutually agreed upon objectives. If after 2007 the Company implements an executive bonus program, you will be eligible to participate on terms, and target bonus amounts, to be determined by the Board of Directors of the Company. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes.

Although all benefits are subject to change, our current package includes: health, dental, and vision coverage for employees, as well as subsidized coverage for family members; Long Term Disability (LTD) and Life Insurance coverage at no cost to you; and you will be able to participate in the company 401(k) plan. Additionally, you will receive the equivalent of 18 days of personal time off (PTO) per year that accrues semi-monthly starting with your date of hire. PTO will stop accruing when an employee reaches 240 hours of PTO.

Subject to approval by the Company’s Board of Directors (the “Board”), you also will be entitled to receive options to purchase up to 723,436 shares of the Company Common Stock (.85% of the Company’s fully diluted capitalization) under the Company’s 2003 Stock Incentive Plan (the “Options”). The Options will vest over four years, commencing with the first 25% vesting after the first year of employment and the remaining 75% vesting in 36 equal monthly installments thereafter. You will also be eligible to receive future options grants if and when the Board determines such grants are appropriate for employees.

Should you desire, the Company will offer to you the ability to purchase all or a portion of the 723,436 shares prior to vesting, subject to a restricted stock purchase agreement that would give the Company the right to repurchase any unvested shares at cost whenever your employment terminates. Should you desire to do so, you can pay up to 50% of the purchase price for the shares with promissory notes. We will work with your tax advisors to structure any such transaction for your optimal tax benefit. That may include, for instance, an arrangement under which some portion of the purchase price paid by promissory note is paid by a non-recourse promissory note and another portion by a full recourse promissory note. You, of course, will be responsible for consulting with your tax advisors as to the best way to structure any such arrangement in light of your personal tax situation. Any such note would bear interest at the minimum “applicable federal rate” published by the IRS, and all principal and interest would be due and payable immediately prior to an initial public offering of the Company’s securities.

Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s Employee Confidential Information and Non-Solicitation Agreement. While you render services to the Company, you also will not assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any employees of the Company.

Your employment with us will be “at-will.” This means that either you or we may terminate the employment relationship at any time with or without notice or with or without cause. By accepting employment with us, you understand and agree that this atwill relationship cannot be changed or retracted, either orally or in writing, or by any policy or conduct, unless you receive a document expressly stating that your employment is no longer at-will, which is signed both by you and the CEO of the Company.

Of course, if you accept our offer of employment, you will receive more information regarding your terms and conditions of employment and our policies and procedures (the “Employment Materials”). These materials, however, will not change your at-will employment status and are merely meant to provide additional information relating to your job.

The Company recognizes that upon a change of control, it is appropriate to provide you with accelerated vesting if your employment is involuntarily terminated without cause and/or you are constructively terminated following such a change of control.

Accordingly, if within twelve (12) months following a change of control, your employment is involuntarily terminated without cause, or you are “constructively terminated” following such change in control, then upon such termination you will be entitled to immediate vesting of 100% of the number of shares subject to the option granted to you as set forth above which remain unvested as of the date of your termination or constructive termination. For purposes of this offer letter, “cause”, “change of control” and “constructive termination” shall have the meaning set forth on Exhibit A. Your right to such acceleration is conditioned upon your signing an agreement releasing the Company (or any successor entity), its officers, directors and affiliates from all liability whatsoever.

This letter and the Employment Materials contain all of the terms of your employment with the Company and supersede any prior understandings or agreements, whether oral or written, between you and the Company. This letter agreement may not be amended or modified except by an express written agreement signed by you and the CEO of the Company. The terms of this letter and the resolution of any disputes hereunder shall be governed by California law.

This offer expires June 22^nd 2007 is contingent upon your references providing acceptable feedback, proper proof of work authorization, and an appropriate background check. Upon acceptance of this letter, please sign and return via federal express to LinkedIn Corporation, 2029 Stierlin Ct. Suite 200, Mt. View, CA 94043 attn: Candy Mielke 650.687.3588 (Federal Express Account) or via facsimile to 1.650.687.0507.

Sincerely,

/s/ Dan Nye

Dan Nye

CEO

LinkedIn Corporation


Agreed and accepted as of:

/s/ Steven Sordello		7/23/07
Candidate Signature		Date


Address

-2-

EXHIBIT A

“Cause” shall mean: (i) you engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company or its affiliates; (ii) you violating a federal or state law or regulation applicable to the Company’s business which violation was or is reasonably likely to be injurious to the Company; (iii) you materially breaching the terms of any confidentiality agreement or invention assignment agreement between you and the Company; (iv) you being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates; or (v) your death or inability to perform your duties for a period of three (3) consecutive months.

“Change of Control” shall mean the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets of another corporation or entity, or other similar transaction (each, a “Business Combination” ), unless, in each case, immediately following such Business Combination (A) all or substantially all of the individuals and entities who were the beneficial owners of voting stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 55% of the combined voting power of the then outstanding shares of voting stock of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries,) and (B) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were members of the Board of Directors of the Company at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

EX-10.6 6 dex106.htm OFFER LETTER, BETWEEN LINKEDIN CORPORATION AND DAVID HENKE Offer Letter, between LinkedIn Corporation and David Henke

Exhibit 10.6

October 28, 2009

David Henke

Dear David,

On behalf of LinkedIn Corporation (“LinkedIn” or the “Company”), I am pleased to offer you a position as VP, Engineering & Operations, beginning Wednesday November 4, 2009 (the “Start Date”) or on a mutually agreed upon date. The initial terms of your position with the Company are as set forth below.

1. Position.

On your Start Date, you will begin working for the Company as VP, Engineering & Operations at the Company’s Mountain View, CA office. You will report to Jeff Weiner, CEO. You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of and from the Company.

2. Compensation.

Your annual base salary will be $230,000 per year, less payroll deductions and all required withholdings. You will be paid semi-monthly on the Company’s regularly scheduled pay dates. Commencing in 2010, you will be eligible to participate in the Executive Bonus Plan approved by the Company’s Board of Directors. The Company’s 2009 Executive Bonus Plan, which you will not be eligible to participate in, has a target payout of 30% of base salary if the Company meets its Plan Objectives, and a target payout of 45% of base salary if the Company meets its Stretch Objectives.

You will be eligible for the following standard Company benefits: health, dental, and vision coverage for employees, as well as subsidized coverage for family members; Long Term Disability (LTD) and Life Insurance coverage at no cost to you; and you will be able to participate in the company 401(k) plan. Additionally, you will receive the equivalent of 18 days of personal time off (PTO) per year that accrues semi-monthly commencing on your Start Date. PTO will stop accruing when an employee reaches 252 hours of PTO. Details about these benefits are provided in the Summary Plan Descriptions, available for your review. The Company may modify your compensation and benefits from time to time as it deems necessary, with or without advance notice.

3. Stock Grant.

Subject to approval by the Company’s Board of Directors (the “Board”), you also will be entitled to receive options to purchase up to 850,000 shares of the Company Common Stock (“Options”) under the Company’s 2003 Stock Incentive Plan (the “Plan”). The Options are subject to the terms of the Plan, and will vest over four years, commencing with the first 25% on the first anniversary of employment and the remaining 75% vesting in 36 equal installments each month

thereafter. You may also be eligible to receive future options grants if and when the Board determines such grants are appropriate for employees.

4. Confidential Information and Non-Solicitation Agreement.

Like all Company employees, you will be required, as a condition of your employment, to abide by Company rules and policies. In addition, your acceptance of this offer and commencement of employment with the Company is contingent upon the execution, and delivery to the Company, of the enclosed Employee Confidential Information and Non-Solicitation Agreement, which, among other things, prohibits unauthorized use or disclosure of the Company’s proprietary and confidential information and the unauthorized disclosure or use of any third party proprietary and confidential information. You further agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. In addition, as a condition of employment, you agree that you will not assist any person or organization in competing with the Company, in preparing to compete with the Company or in hiring any employees of the Company.

Prior to your Start Date and continuing throughout the duration of your employment, you agree to disclose to the Company in writing, any continuing outside working relationships with other customers or entities with whom you are working or will work (whether or not for compensation), as well as any potential conflicts of interest, sources of income or other business endeavors (including any entity in which you own more than 5% of the outstanding equity securities or have voting control of more than 5%).

5. At-Will Employment

Your employment with LinkedIn will be “at-will.” This means that either you or the Company may terminate the employment relationship at any time, with or without notice, and with or without cause. By accepting employment with LinkedIn, you understand and agree that this at-will relationship cannot be changed or retracted, either orally or in writing, or by any policy or conduct, unless you receive a document expressly stating that your employment is no longer at-will, which is signed both by you and the Company’s Chief Executive Officer.

6. Change of Control

Accordingly, if within twelve (12) months following a change of control, your employment is involuntarily terminated without cause, or you are “constructively terminated” following such change in control, or if within twelve (12) months following a change of control poor performance is used to justify termination; then upon such termination you will be entitled to immediate vesting of 50% of the number of shares subject to the option granted to you as set

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forth above which remains unvested as the date of your termination or constructive termination. For purposes of this offer letter, “cause”, “change of control” and “constructive termination” shall have the meaning set forth on Exhibit A. Your right to such acceleration is conditioned upon your signing an agreement releasing the Company (or any successor entity), its officers, directors and affiliates from all liability whatsoever.

7. Additional Information.

Of course, if you accept our offer of employment, you will receive more information regarding your terms and conditions of employment and the Company’s policies and procedures (the “Employment Materials”). These materials, however, will not change your at-will employment status and are merely meant to provide additional information relating to your job.

This letter, the Employee Confidential Information and Non-Solicitation Agreement and the Employment Materials contain all of the terms of your employment with the Company and supersede any prior understandings or agreements, whether oral or written, between you and the Company. This letter may not be amended or modified except by an express written agreement signed by you and the CEO.

This offer expires October 30, 2009, and is contingent upon your references providing acceptable feedback, proper proof of work authorization, an appropriate background check, and receipt of a signed copy of the attached Employee Confidential Information and Non-Solicitation Agreement.

Upon acceptance of this letter, please sign and return via federal express to LinkedIn Corporation, 2029 Stierlin Ct. Suite 200, Mt. View, CA 94043-4684 attn: Steve Cadigan, 650. 687.3645 (Federal Express Account #), or email back to:

Sincerely,

/s/ Steve Cadigan

Steve Cadigan

VP of People Operations

LinkedIn Corporation


Agreed and accepted as of:

/s/ David Henke				10/29/2009
Candidate Signature				Date


Address

Enclosures: Employee Confidential Information and Non-Disclosure Agreement

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EXHIBIT A

“Cause” shall mean: (i) you engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company or its affiliates; (ii) you violating a federal or state law or regulation applicable to the Company’s business which violation was or is reasonably likely to be injurious to the Company; (iii) you materially breaching the terms of any confidentiality agreement or invention assignment agreement between you and the Company; (iv) you being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates; or (v) your death or inability to perform your duties for a period of three (3) consecutive months.

“Constructive Termination” shall mean (i) without your written consent, a reduction in your base salary, other than a reduction in salary that is part of an expense reduction effort applied to the executive management team (defined as the CEO’s direct reports) generally and which results in a percentage reduction of your salary or bonus no greater than the greatest percentage reduction applied to at least one other member of the executive management team; or (ii) without your written consent, a relocation of your principal place of work to a location more than 35 miles away from your workplace prior to the relocation; or ((iii) without your written consent the significant reduction of your duties or responsibilities when compared to your duties or responsibilities in effect immediately prior to such change; it is understood, however, that if, following a Change of Control pursuant to which the Company becomes part of a larger entity, you continue to lead the engineering & operations efforts of the global engineering & operations team of the Company (even if the Company is a part of such larger entity, you report to someone other than the CEO of LinkedIn and you no longer interact with the Board of Directors of either LinkedIn or the acquiring entity) such arrangements shall not be considered a Constructive Termination under the foregoing clause. For clarification purposes only, so long as you retain responsibility for engineering & operations efforts of the LinkedIn business unit and you report to the head of the business unit, such arrangements shall not be considered a Constructive Termination under the foregoing clause.

EX-10.7 7 dex107.htm OFFER LETTER, BETWEEN LINKEDIN CORPORATION AND DIPCHAND NISHAR Offer Letter, between LinkedIn Corporation and Dipchand Nishar

Exhibit 10.7

November 17, 2008

Dipchand V. Nishar

Dear Dipchand,

On behalf of LinkedIn Corporation (“LinkedIn” or the “Company”), I am pleased to offer you a position as Vice President, Products, beginning December 15, 2008 (the “Start Date”) or on a mutually agreed upon date. The initial terms of your position with the Company are as set forth below.

1. Position.

On your Start Date, you will begin working for the Company as Vice President, Products at the Company’s Mountain View, CA office. Your responsibilities in this position will include but not be limited to leading the overall global product strategy for the Company, setting the direction and managing the execution of all aspects of product management, and serving on our executive management team. You will report to Dan Nye, CEO. You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of and from the Company.

2. Compensation.

Your annual base salary will be $230,000 per year, less payroll deductions and all required withholdings. You will be paid semi-monthly on the Company’s regularly scheduled pay dates. Additionally you are eligible to participate in the Executive Bonus Plan attached as Addendum A. For 2008 only, LinkedIn will waive the Company Targets delineated in the Executive Bonus Plan, and will provide you with a guaranteed payout of 30% of your base salary prorated from date of hire. For example, if you commence employment with the Company on November 1, 2008, you will receive a 2008 bonus payment of $11,500, paid no later than February 15, 2009.

3. Stock Grant.

Subject to approval by the Company’s Board of Directors (the “Board”), you also will be entitled to receive options to purchase up to 780,000 shares of the Company Common Stock (“Options”) under the Company’s 2003 Stock Incentive Plan (the “Plan”). The Options are subject to the terms of the Plan, and will vest over four years, commencing with the first 25% on the first anniversary of employment and the

remaining 75% vesting in 36 equal installments each month thereafter. You may also be eligible to receive future options grants if and when the Board determines such grants are appropriate for employees.

4. Confidential Information and Non-Solicitation Agreement.

5. At-Will Employment.

6. Change of Control.

The Company recognizes that upon a change of control, it is appropriate to provide you with accelerated vesting if your employment is involuntarily terminated without cause or you are constructively terminated following such a change of control.

Accordingly, if within twelve (12) months following any change of control, your employment is involuntarily terminated without cause, or you are “constructively terminated” following such change in control, then upon such termination you will be entitled to immediate vesting of 50% of the number of shares subject to all options granted to you which remain unvested as the date of your termination or constructive termination. If options are not being assumed by the successor entity in connection with a change of control where “assumed” means translated into some form of compensation, then all options granted to you will become fully exercisable immediately prior to the consummation of the change of control.

If you are terminated with cause or voluntarily resign your employment following any change in control, but are not constructively terminated, you will not be entitled to any accelerated vesting.

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For purposes of this offer letter, “cause”, “business combination”, “change of control” and “constructive termination” shall have the meaning set forth on Exhibit A. Your right to such acceleration is conditioned upon your signing a release releasing the Company (or any successor entity), its officers, directors and affiliates from all liability whatsoever.

7. Additional Information.

This offer expires November 28, 2008, and is contingent upon your references providing acceptable feedback, proper proof of work authorization, an appropriate background check, and receipt of a signed copy of the attached Employee Confidential Information and Non-Solicitation Agreement. Upon acceptance of this letter, please sign and return via federal express to LinkedIn Corporation, 2029 Stierlin Ct. Suite 200, Mt. View, CA 94043-4684 attn: Julie Grosso 650.687.3634 (Federal Express Account #) or via facsimile to 1.650.687.0507.

Sincerely,

/s/ Reid Hoffman

Reid Hoffman

Chairman, Board of Directors

President of Products

LinkedIn Corporation


Agreed and accepted as of:

/s/ Dipchand Nishar				November 21, 2008
Candidate Signature				Date


Address

Enclosures: Employee Confidential Information and Non-Disclosure Agreement

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EXHIBIT A

“Cause” shall mean: (i) you engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company or its affiliates; (ii) you violating a federal or state law or regulation applicable to the Company’s business which violation was or is reasonably likely to be injurious to the Company; (iii) you materially breaching the terms of any confidentiality agreement or invention assignment agreement between you and the Company; or (iv) you being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates.

“Constructive Termination” shall mean (i) without your written consent, a reduction in your base salary, other than a reduction in salary that is part of an expense reduction effort applied to the executive management team (defined as the CEO’s direct reports) generally and which results in a percentage reduction of your salary or bonus no greater than the greatest percentage reduction applied to at least one other member of the executive management team; or (ii) without your written consent, a relocation of your principal place of work to a location more than 35 miles away from your workplace prior to the relocation; or (iii) without your written consent the significant reduction of your duties or responsibilities when compared to your duties or responsibilities in effect immediately prior to such change; it is understood, however, that if, following a Change of Control pursuant to which the Company becomes part of a larger entity, you continue to lead the global product team of the Company (even if the Company is a part of such larger entity, you report to someone other than the CEO of LinkedIn and you no longer interact with the Board of Directors of either LinkedIn or the acquiring entity) such arrangements shall not be considered a Constructive Termination under the foregoing clause. For clarification purposes only, so long as you retain responsibility for global product development of the LinkedIn business unit and you report to the head of the business unit, such arrangements shall not be considered a Constructive Termination under the foregoing clause.

EX-10.8 8 dex108.htm OFFER LETTER, BETWEEN LINKEDIN CORPORATION AND ERIKA ROTTENBERG Offer Letter, between LinkedIn Corporation and Erika Rottenberg

Exhibit 10.8

May 22, 2008

Erika Rottenberg

Dear Erika,

We are pleased to offer you a full-time position as Vice President, General Counsel & Corporate Secretary here at LinkedIn Corporation (the “Company”) beginning August 1, 2008 or as soon thereafter as possible. Your responsibilities in this position include, but are not limited to, being the chief legal officer of our company, counseling management on all legal areas that confront a growing, private Internet company and serving on our Executive Management Team. You will report to Dan Nye, CEO. Your estimated annual salary will be $225,000, paid semi-monthly. Additionally you will be eligible to participate in executive bonus compensation. The details regarding the 2008 bonus plan are attached as Addendum A. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes.

Although all benefits are subject to change, our current package includes: health, dental, and vision coverage for employees, as well as subsidized coverage for family members; Long Term Disability (LTD) and Life Insurance coverage at no cost to you; and you will be able to participate in the company 401(k). Additionally, you will receive the equivalent of 18 days of personal time off (PTO) per year that accrues semi-monthly starting with your date of hire. PTO will stop accruing when an employee reaches 240 hours of PTO.

Subject to approval by the Company’s Board of Directors (the “Board”), you also will be entitled to receive options to purchase up to 300,000 shares of the Company Common Stock under the Company’s 2003 Stock Incentive Plan (the “Options”). The Options will vest over four years, commencing with the first 25% vesting after the first year of employment and the remaining 75% vesting in 36 equal installments each month thereafter. The exercise price of such options will be the fair market value of the Company’s Common Stock on the date that Board grants the Options, which will not occur until after you start as an employee of the Company. Such fair market value may be higher than the current fair market value. You will also be eligible to receive future options grants if and when the Board determines such grants are appropriate for employees.

Your employment with us will be “at-will.” This means that either you or we may terminate the employment relationship at any time with or without notice or with or without cause. By accepting employment with us, you understand and agree that this at-will relationship cannot be changed or retracted, either orally or in writing, or by any policy or conduct, unless you receive a document expressly stating that your employment is no longer at-will, which is signed both by you and the Senior Director of Human Resources.

Accordingly, if within twelve (12) months following a Change of Control, your employment is involuntary terminated without cause or your employment is ‘constructively terminated’ and you choose to resign within a reasonable period of time following such Constructive Termination, then upon such involuntary termination without Cause or resignation within a reasonable period of time following Constructive Termination, you will be entitled to immediate vesting of 100% of the shares subject to the Options which are unvested as of the date of your involuntary termination or the date of your Constructive Termination. For purpose of this offer letter, “Cause”, “Change of Control” and “Constructive Termination” shall have a meaning set forth on Exhibit A. Your right to such acceleration is conditioned upon your signing an agreement releasing the Company (or any successor entity), its officers, directors and affiliates from all liability whatsoever.

This letter and the Employment Materials contain all of the terms of your employment with the Company and supersede any prior understandings or agreements, whether oral or written, between you and the Company. This letter agreement may not be amended or modified except by an express written agreement signed by you and the Sr. Director of HR of LinkedIn. The terms of this letter and the resolution of any disputes hereunder shall be governed by California law.

This offer supersedes the prior offer letter to you and the latest dated May 6^th, 2008 and expires May 24^th, 2008, and is contingent upon your references providing acceptable feedback, proper proof of work authorization, and an appropriate background check. If agreed upon, please sign this letter and return via facsimile to 1.650.687.0507 to me attention of June Grosso. If you do not have access to a fax machine, please return via mail to June Grosso LinkedIn Corporation, 2029 Stierlin Court Suite 200, Mt. View, CA 94043, Federal Express Account #).

Sincerely,

/s/ Candace C. Mielke

Candace C. Mielke

Sr. Director of HR

LinkedIn Corporation


Agreed and accepted as of:

Erika Rottenberg				5-23-08
Candidate Signature				Date


Address

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EXHIBIT A

“Cause” shall mean: (i) you engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company or its affiliates; (ii) you violating a federal or state law or regulation applicable to the Company’s business which violation was or is reasonably likely to be injurious to the Company; (iii) you materially breaching the terms of any confidentiality agreement or invention assignment agreement between you and the Company; or (iv) you being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates.

“Constructive Termination” shall mean (i) without your written consent, a reduction in your base salary, other than a reduction in salary that is part of an expense reduction effort applied to the executive management team (defined as the CEO’s direct reports) generally and which results in a percentage reduction of your salary or bonus no greater than the greatest percentage reduction applied to at least one other member of the executive management team; or (ii) without your written consent, a relocation of your principal place of work to a location more than 35 miles away from your workplace prior to the relocation; or (iii) without your written consent the significant reduction of your duties or responsibilities when compared to your duties or responsibilities in effect immediately prior to such change; it is understood, however, that if, following a Change of Control pursuant to which the Company becomes part of a larger entity, you continue to be General Counsel of the Company and you retain responsibility for managing the legal affairs of the Company as the chief legal officer for the Company (even if the Company is a part of such larger entity, you report to someone other than the CEO of LinkedIn and you no longer interact with the Board of Directors of either LinkedIn or the acquiring entity) such arrangements shall not be considered a Constructive Termination under the foregoing clause (iii).

EX-10.9 9 dex109.htm FORM OF STOCK PURCHASE AGREEMENTS Form of Stock Purchase Agreements

Exhibit 10.9

LINKEDIN CORPORATION

STOCK PURCHASE AGREEMENT

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”).

1. GRANT OF SHARES. On the effective date and subject to the terms and conditions of this Agreement, the Company hereby grants and sells to the Purchaser, and the Purchaser hereby purchases and subscribes for, [ ] shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), at a price of $[ ] per share for an aggregate purchase price of $[ ] (the “Purchase Price”). As used in this Agreement, the term “Shares” refers to the shares sold under this Agreement and includes all securities received (i) in replacement of the Shares; (ii) as a result of stock dividends or stock splits with respect to the Shares, and (iii) in replacement of the Shares in a merger, recapitalization, reorganization or similar corporate transaction.

2. CLOSING.

2.1 Deliveries by Purchaser. Purchaser hereby delivers to the Company: (i) the Purchase Price payable by (A) cash or check payable to the Company in the amount of $[ ] and (B) a non-recourse promissory note in the form of Exhibit 1 attached hereto for the principal amount of $[ ] (the “Note”), together with a Pledgeholder Agreement in the form of Exhibit 2 attached hereto; (ii) a duly executed copy of this Agreement; (iii) two (2) copies of a blank Stock Power and Assignment Separate from Stock Certificate in the form of Exhibit 3 attached hereto (the “Stock Powers”), both executed by Purchaser (and Purchaser’s spouse, if any); and (iv) if Purchaser is married, a Spouse Consent in the form of Exhibit 4 attached hereto (the “Spouse Consent”) duly executed by Purchaser’s spouse.

2.2 Deliveries by the Company. Upon its receipt of all the documents to be executed and delivered by Purchaser to the Company under Section 2.1, the Company will issue a duly executed stock certificate evidencing the Shares in the name of Purchaser, registered in Purchaser’s name, with such certificate to be placed in escrow as provided in Section 9 until expiration or termination of the Right of First Refusal described in Section 7.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and warrants to the Company that:

3.1 State of Residence. Purchaser’s principal residence for tax purposes is the state of California.

3.2 Securities for Own Account for Investment. Purchaser is accepting the Shares for Purchaser’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”). Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than Purchaser has any beneficial ownership of any of the Shares.

3.3 Access to Information. Purchaser has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that Purchaser reasonably considers important in making the decision to accept the Shares, and Purchaser has had ample opportunity to ask questions of the Company’s representatives concerning such matters and this investment.

3.4 Understanding of Risks. Purchaser is fully aware of: (i) the highly speculative nature of the investment in the Shares; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that Purchaser may not be able to sell or dispose of the Shares or use them as collateral for loans); (iv) the qualifications and backgrounds of the management of the Company; and (v) the tax consequences of accepting and holding the Shares.

3.5 Purchaser’s Qualifications. Purchaser has a preexisting personal or business relationship with the Company and/or certain of its officers and/or directors of a nature and duration sufficient to make Purchaser aware of the character, business acumen and general business and financial circumstances of the Company and/or such officers and directors. By reason of Purchaser’s business or financial experience, Purchaser is capable of evaluating the merits and risks of this investment, has the ability to protect Purchaser’s own interests in this transaction and is financially capable of bearing a total loss of this investment.

3.6 No General Solicitation. At no time was Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, grant and acceptance of the Shares.

3.7 Compliance with Securities Laws. Purchaser understands and acknowledges that, in reliance upon the representations and warranties made by Purchaser herein, the Shares are not being registered with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act or being qualified under the California Corporate Securities Law of 1968, as amended (the “Law”), or being registered under any other applicable U.S. state or foreign securities laws or listing requirements or regulations, but instead are being issued under an exemption or exemptions from the registration and qualification requirements of the Securities Act and the Law, which impose certain restrictions on Purchaser’s ability to transfer the Shares.

3.8 Restrictions on Transfer. Purchaser understands that Purchaser may not transfer any Shares unless such Shares are registered under the Securities Act and qualified under the Law and/or such other applicable U.S. state securities law, or registered under such other applicable foreign securities laws or listing requirements or regulations, or unless, in the opinion of counsel to the Company, exemptions from such registration, qualification or listing requirements are available.

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Purchaser understands that only the Company may file a registration statement with the SEC or the California Commissioner of Corporations or other applicable U.S. state or foreign securities commissioners or agencies and that the Company is under no obligation to do so with respect to the Shares. Purchaser has also been advised that exemptions from registration, qualification or listing may not be available or may not permit Purchaser to transfer all or any of the Shares in the amounts or at the times proposed by Purchaser.

3.9 Rule 144. In addition, Purchaser has been advised that Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of one (1) year, and in certain cases two (2) years, after they have been purchased and paid for (within the meaning of Rule 144), before they may be resold under Rule 144. Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Purchaser remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available.

4. COMPLIANCE WITH CALIFORNIA SECURITIES LAWS. The sale of the securities that are the subject of this Agreement, if not yet qualified with the California commissioner of corporations and not exempt from such qualification, is subject to such qualification, and the issuance of such securities, and the receipt of any part of the consideration therefore prior to such qualification is unlawful unless the sale is exempt. The rights of the parties to this Agreement are expressly conditioned upon such qualification being obtained or an exemption being available.

5. RESTRICTIONS ON TRANSFERS.

5.1 Disposition of Shares. Purchaser hereby agrees that Purchaser shall make no disposition of any or all of the Shares (other than as expressly permitted by this Agreement) unless and until:

(a) Purchaser shall have notified the Company of the proposed disposition and provided a written summary of the terms and conditions of the proposed disposition;

(b) Purchaser shall have complied with all requirements of this Agreement applicable to the disposition of the Shares; and

(c) Purchaser shall have provided the Company with written assurances, in form and substance satisfactory to counsel for the Company, that (i) the proposed disposition does not require registration of the Shares under the Securities Act or (ii) all appropriate action necessary for compliance with the registration requirements of the Securities Act or of any exemption from registration available under the Securities Act (including Rule 144) has been taken.

5.2 Restriction on Transfer. Purchaser shall not transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber or otherwise dispose of any of the Shares which are subject to the Repurchase Option or the Right of First Refusal, except as expressly permitted by this Agreement.

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5.3 Transferee Obligations. Each person (other than the Company) to whom the Shares are transferred by means of one of the permitted transfers specified in this Agreement must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement and that the transferred Shares are subject to, among other things: (i) the Repurchase Option under Section 6; (ii) the Right of First Refusal under Section 7; (iii) the market standoff provisions of Section 12; and (iv) the escrow arrangement under Section 9, in each case to the same extent such Shares would be so subject if retained by the Purchaser.

6. COMPANY’S REPURCHASE OPTION FOR UNVESTED SHARES.

6.1 Repurchase Option. The Company, or its assignee, shall have the option to repurchase Purchaser’s Unvested Shares (as defined below) on the terms and conditions set forth in this Section 6 (the “Repurchase Option”) if Purchaser is Terminated (as defined in Section 6.3 hereunder) for any reason, or no reason, including without limitation Purchaser’s death, Disability (as defined in the Plan), voluntary resignation or termination by the Company with or without cause. As of [ ], (i) none of the Shares are vested and (ii) all of the Shares are subject to the Repurchase Option. The Shares shall begin vesting on [ ] (the “Vesting Commencement Date”).

6.2 Release of Unvested Shares (as defined below) from Repurchase Option.

(a) Standard Vesting. On the first anniversary of the Vesting Commencement Date, 25% of the Shares shall be released from the Repurchase Option and become Vested Shares. An additional one forty-eighth (1/48^th) of the Shares shall be released from the Repurchase Option and become Vested Shares on the 1st day of each month after the first anniversary of the Vesting Commencement Date until vesting terminates upon the Termination Date or all of the Shares are released from the Repurchase Option. If application of the vesting percentage causes any fractional share, all fractional Shares shall be aggregated and then rounded down to the nearest whole share. Any of the Shares not subject to the Repurchase Option are referred to herein as “Vested Shares.” Any of the Shares which have not yet been released from the Repurchase Option are referred to herein as “Unvested Shares.”

(b) Accelerated Vesting Upon Termination At or After a Change of Control.

(i) In the event Purchaser is involuntarily Terminated without Cause simultaneously with, or within twelve (12) months following, a Change of Control, and Purchaser signs and does not revoke a standard release of claims with the Company, then all of the remaining Unvested Shares, if any, shall be released from the Repurchase Option upon the Termination Date.

(ii) In the event Purchaser terminates his employment with the Company simultaneously with, or within twelve (12) months following, a Change of Control in accordance with paragraph (iii) below for Constructive Termination (as defined in Section 6.2(c) below), and Purchaser signs and does not revoke a standard release of claims with the

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Company, then all of the Unvested Shares, if any, shall be released from the Repurchase Option on an accelerated basis upon the Termination Date.

(iii) If Purchaser believes that a Constructive Termination has occurred, or is about to occur, Purchaser shall notify the Board of Directors of the Company that events constituting a Constructive Termination have occurred or are about to occur. The notice (the “Constructive Termination Notice”) shall be in writing, shall set forth the events that constitute the Constructive Termination, shall be delivered to the Company’s Board of Directors no later than 45 days after the event or events occur which Purchaser believes constitute a Constructive Termination and shall specifically state that it is the Constructive Termination Notice provided for in this Agreement. The Company shall have 30 days following the delivery of the Constructive Termination Notice to rescind the actions giving rise to the Constructive Termination. If Purchaser delivers the Constructive Termination Notice and the Company does not rescind the actions within 30 days following Purchaser’s delivery of the Constructive Termination Notice, then Purchaser shall have 30 days within which to Terminate his employment and cause the remaining Unvested Shares to vest as set forth in paragraph (b) above. Such 30 day period will begin on the 31^st day after the date on which Purchaser delivers the Constructive Termination Notice to the Company, unless the Company and Purchaser agree in writing that such period shall start on a different date. If Purchaser either (i) fails to deliver the Constructive Termination Notice within the 45 day period described above or (ii) fails to resign within the 30 day period provided for in this paragraph following the Company’s failure to rescind the actions, then in either case Purchaser shall be deemed to have waived his right to resign for Constructive Termination and cause the Unvested Shares to be released from the Repurchase Option. Such waiver shall apply only to the actions or events giving rise to the Constructive Termination and shall not affect Purchaser’s rights regarding any subsequent events or actions that may also constitute a Constructive Termination.

“Cause” shall mean: (i) Purchaser engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company or its affiliates; (ii) Purchaser violating a federal or state law or regulation applicable to the Company’s business which violation was or is reasonably likely to be injurious to the Company; (iii) Purchaser materially breaching the terms of any confidentiality agreement or invention assignment agreement between Purchaser and the Company; (iv) Purchaser being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates; or (v) Purchaser’s death or inability to perform Purchaser’s duties for a period of three (3) consecutive months;

“Change of Control” shall mean the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets of another corporation or entity, or other similar transaction (each, a “Business Combination”), unless, in each case, immediately following such Business Combination (A) all or substantially all of the individuals and entities who were the beneficial owners of voting stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 55% of the combined voting power of the then outstanding shares of voting

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stock of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries,) and (B) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were members of the Board of Directors of the Company at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination;

“Constructive Termination” shall mean: (i) without Purchaser’s written consent, a reduction in Purchaser’s base salary, other than a reduction in salary that is part of an expense reduction effort applied to the executive management team (defined as the Chief Executive Officer’s direct reports) generally and which results in a percentage reduction of Purchaser’s salary or bonus no greater than the greatest percentage reduction applied to at least one other member of the executive management team; (ii) without Purchaser’s written consent, a relocation of Purchaser’s principal place of work to a location more than 35 miles away from Purchaser’s workplace prior to the relocation; or (iii) without Purchaser’s written consent, the significant reduction of Purchaser’s duties or responsibilities when compared to Purchaser’s duties or responsibilities in effect immediately prior to such reduction.

6.3 Termination and Termination Date. For purposes of this Agreement, “Termination” or “Terminated” means that the Purchaser has for any reason ceased to provide services as an employee of the Company or a Parent or Subsidiary of the Company. The Purchaser will not be deemed to have ceased to provide services in the case of sick leave, military leave or any other leave of absence approved by the Board of Directors of the Company, provided that such leave is for a period of not more than 90 days (a) unless reinstatement upon the expiration of such leave is guaranteed by contract or statute, or (b) unless provided otherwise pursuant to formal policy adopted from time to time by the Board of Directors of the Company and issued and promulgated in writing. In the case of sick leave, military leave or an approved leave of absence, the Board of Directors of the Company may make such provisions respecting suspension of vesting while on leave from the Company or a Parent or Subsidiary of the Company as it may deem appropriate. The date on which a Termination becomes effective is referred to herein as the “Termination Date.”

6.4 Exercise of Repurchase Option. At any time within 90 days after the Purchaser’s Termination Date (or, in the case of securities issued upon exercise of an Option after the Purchaser’s Termination Date, within 90 days after the date of such exercise), the Company, or its assignee, may elect to repurchase the Purchaser’s Unvested Shares by giving Purchaser written notice of exercise of the Repurchase Option (the “Repurchase Notice”). The Repurchase Notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than 30 days after the date of the Repurchase Notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Company or its assignee on the closing date specified for the repurchase in the Repurchase Notice.

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6.5 Calculation of Repurchase Price for Unvested Shares. The Company or its assignee shall have the option to repurchase from Purchaser (or from Purchaser’s personal representative as the case may be) the Unvested Shares at an aggregate repurchase price equal to the sum of (i) the Per Share Price (as adjusted proportionately adjusted for any stock split, reverse stock split, stock dividend or other similar change in the capital structure of the Company as set forth in Section 9.1.1 of the Plan that is effected after the Effective Date) multiplied by the number of Unvested Shares to be repurchased plus (ii) interest on such amount from the Effective Date to the date of repurchase at the rate of 5% per annum, compounded annually.

6.6 Payment of Repurchase Price. The repurchase price shall be payable, at the option of the Company or its assignee, by check or by cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company or its assignee or by any combination thereof. The repurchase price shall be paid on the closing date specified for the repurchase in the Repurchase Notice, upon the Company’s or its assignee’s receipt of the stock certificates representing the Unvested Shares to be repurchased.

6.7 Right of Termination Unaffected. Nothing in this Agreement shall be construed to limit or otherwise affect in any manner whatsoever the right or power of the Company (or any Parent or Subsidiary of the Company) to terminate Purchaser’s employment or other relationship with Company (or the Parent or Subsidiary of the Company) at any time, for any reason or no reason, with or without Cause.

7. RIGHT OF FIRST REFUSAL. Before any Shares held by Purchaser or any transferee of such Shares (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including without limitation a transfer by gift or operation of law), the Company and/or its assignee(s) shall have an assignable right of first refusal to purchase the Shares to be sold or transferred (the “Offered Shares”) on the terms and conditions set forth in this Section (the “Right of First Refusal”).

7.1 Notice of Proposed Transfer. The Holder of the Offered Shares shall first obtain from each proposed bonafide Purchaser or other transferee (each, a “Proposed Transferee”) a written offer to purchase the Offered Shares at a specified price, and shall deliver to the Company a copy of such written offer together with a written notice (the “Notice”) stating: (a) the Holder’s bonafide intention to sell or otherwise transfer the Offered Shares; (b) the name of each Proposed Transferee; (c) the number of Offered Shares to be transferred to each Proposed Transferee; (d) the bonafide cash price or other consideration per share for which the Holder proposes to transfer the Offered Shares (the “Offered Price Per Share”); and (e) that the Holder will offer to sell all or any portion of the Offered Shares to the Company and/or its assignee(s) at the Offered Price Per Share for each share so sold as provided in this Section. The Company shall not be required to respond to the Notice, and the time within which the Company must exercise its right of first refusal as described in Section 7.2 shall not begin to run, unless all of the specified elements, including a copy of the written offer from each Proposed Transferee, are included in the Notice.

7.2 Exercise of Right of First Refusal. At any time within 30 days after the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect

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to purchase all or any portion of the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees named in the Notice, at the purchase price determined as specified below.

7.3 Purchase Price. The purchase price for each of the Offered Shares purchased under this Section will be the Offered Price Per Share. If the Offered Price Per Share includes consideration other than cash, then the cash equivalent value of the non-cash consideration shall conclusively be deemed to be the value of such non-cash consideration as determined in good faith by the Company’s Board of Directors.

7.4 Payment. Payment of the aggregate purchase price for the Offered Shares that the Company and/or its assignee(s) elected to purchase pursuant to Section 7.2 will be payable, at the option of the Company and/or its assignee(s) (as applicable), by check or by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or to such assignee, in the case of a purchase of Offered Shares by such assignee) or by any combination thereof. The aggregate purchase price will be paid without interest within 60 days after the Company’s receipt of the Notice, or, at the option of the Company and/or its assignee(s), in the manner and at the time(s) set forth in the Notice.

7.5 Holder’s Right to Transfer. If all of the Offered Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer each of such remaining Offered Shares to that Proposed Transferee at the Offered Price Per Share or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, and provided further, that (a) any such sale or other transfer is effected in compliance with all applicable securities laws and (b) the Proposed Transferee agrees in writing that the provisions of this Section will continue to apply to the Offered Shares in the hands of such Proposed Transferee. If the Offered Shares described in the Notice are not transferred to the Proposed Transferee within such 120-day period, then a new Notice must be given to the Company, and the Company will again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

7.6 Exempt Transfers. Notwithstanding anything to the contrary in this Section, the following transfers of Shares will be exempt from the Right of First Refusal: (i) the transfer of any or all of the Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “immediate family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s immediate family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Shares in the hands of such transferee or other recipient; (ii) any transfer of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations (except that the Right of First Refusal will continue to apply thereafter to such Shares, in which case the surviving corporation of such merger or consolidation shall succeed to the rights of the Company under this Section unless the agreement of merger or consolidation expressly otherwise provides); or (iii) any transfer of Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “immediate family” will mean Purchaser’s spouse, the lineal descendant or antecedent or brother or sister of the Purchaser or the Purchaser’s

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spouse, or the spouse of any child or grandchild of Purchaser or the Purchaser’s spouse, whether or not adopted.

7.7 Termination of Right of First Refusal. The Right of First Refusal will terminate (a) when the Company’s securities become publicly traded or (b) at the Company’s sole election, if the tax or accounting treatment of this Award in connection with the Right of First Refusal is in any way unfavorable to the Company.

8. RIGHTS AS STOCKHOLDER. Subject to the terms and conditions of this Agreement, Purchaser will have all of the rights of a stockholder of the Company with respect to the Shares from and after the date that Shares are issued to Purchaser until such time as Purchaser disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Right of First Refusal. Upon an exercise of the Right of First Refusal, Purchaser will have no further rights as a Holder of the Shares so purchased upon such exercise, except the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and Purchaser will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation.

9. DEPOSIT. As security for Purchaser’s faithful performance of this Agreement, Purchaser agrees, immediately upon receipt of the stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with the pledged stock powers executed by Purchaser and by Purchaser’s spouse, if any (with the date and number of Shares left blank), to the Chief Executive Officer of the Company or other designee of the Company (the “Pledgeholder”), who is hereby appointed to hold such certificate(s) and stock powers and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. Pledgeholder will act solely for the Company as its agent and not as a fiduciary. Purchaser and the Company agree that Pledgeholder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless Pledgeholder is grossly negligent or intentionally fraudulent in carrying out the duties of Pledgeholder under this Agreement. Pledgeholder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement. The Shares will be released to Purchaser upon (i) full payment of the Note, including all accrued interest and (ii) termination of the Repurchase Option and the Right of First Refusal.

10. TAX CONSEQUENCES.

10.1 Representations. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER’S ACCEPTANCE OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS (I) THAT PURCHASER HAS CONSULTED WITH A TAX ADVISOR THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE ACCEPTANCE OR DISPOSITION OF THE SHARES AND (II) THAT PURCHASER IS NOT RELYING ON THE COMPANY OR ITS COUNSEL FOR ANY TAX ADVICE. IN PARTICULAR, IF ANY SHARES ARE SUBJECT TO REPURCHASE BY THE COMPANY, PURCHASER REPRESENTS THAT PURCHASER HAS

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CONSULTED WITH PURCHASER’S TAX ADVISOR CONCERNING THE ADVISABILITY OF FILING AN 83(B) ELECTION WITH THE INTERNAL REVENUE SERVICE.

10.2 Section 83(b) Election for Unvested Shares. Unless an election is filed by Purchaser with the Internal Revenue Service (and, if necessary, the proper state taxing authorities), within 30 days after the purchase of the Unvested Shares, electing pursuant to Section 83(b) of the Code (and similar state tax provisions, if applicable) to be taxed currently on any difference between the Price and their Fair Market Value on the date of purchase, there may be a recognition of taxable income (including, where applicable, alternative minimum taxable income) to Purchaser, measured by the excess, if any, of the Fair Market Value of the Unvested Shares at the time they cease to be Unvested Shares, over the Purchase Price.

11. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

11.1 Legends. Purchaser understands and agrees that the Company will place the legends set forth below or similar legends on any stock certificate(s) evidencing the Shares, together with any other legends that may be required by foreign, U.S. state or U.S. federal securities laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Purchaser and the Company or any agreement between Purchaser and any third party:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, A MARKET STANDOFF AGREEMENT AND A RIGHT OF FIRST REFUSAL OPTION HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AND AN IRREVOCABLE PROXY AS SET FORTH IN A STOCK GRANT AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS AND THE RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

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11.2 Stop-Transfer Instructions. Purchaser agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

11.3 Refusal to Transfer. The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or pay dividends, to any Purchaser or other transferee to whom such Shares have been so transferred.

12. MARKET STANDOFF AGREEMENT.

12.1 Purchaser agrees in connection with any registration of the Company’s securities relating to any initial public offering of the Company’s securities (“IPO”) that, upon the request of the Company or the underwriters managing such IPO, Purchaser will not sell or otherwise dispose of any Shares without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) after the effective date of such registration requested by such managing underwriters and subject to all restrictions as the Company or the managing underwriters may specify. Purchaser further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing.

12.2 Purchaser shall be subject to the market stand-off provisions of this Section 12 only if the officers and directors of the Company are also subject to similar arrangements.

12.3 In order to enforce the provisions of this Section 12, the Company may impose stop-transfer instructions with respect to the Shares until the end of the applicable standoff period.

13. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of the Shares will be subject to and conditioned upon compliance by the Company and Purchaser with all applicable U.S. state, U.S. federal or foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s common stock may be listed or quoted at the time of such issuance or transfer.

14. GENERAL PROVISIONS.

14.1 Assignments; Successors and Assigns. The Company may assign any of its rights and obligations under this Agreement, including its rights to repurchase Shares under the Right of First Refusal. Any assignment of rights and obligations by any other party to this Agreement requires the Company’s prior written consent. This Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

14.2 Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to principles of conflicts of laws. The Company and Purchaser each hereby (i) submits to the exclusive jurisdiction of the Delaware Chancery Court for any action, suit or proceeding arising out of or

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relating to this Agreement, (ii) agrees that no such action, suit or proceeding shall be brought by it except in such court, and (iii) irrevocably waives, and agrees not to assert (by way of motion, defense or otherwise), in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the Delaware Chancery Court, that its property is exempt or immune from attachment or execution, that such action, suit or proceeding is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper or that this Agreement may not be enforced in or by the Delaware Chancery Court. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

14.3 Notices. Any notice required to be given to the Company shall be in writing and addressed to the Assistant Corporate Secretary and the Chief Executive Officer of the Company at its principal corporate offices. Any notice required to be given to Purchaser shall be in writing and addressed to Purchaser at the address indicated on the signature page to this Agreement or to such other address as Purchaser may designate in writing from time to time to the Company. All notices shall be deemed effectively given upon personal delivery, three days after deposit in the United States mail by certified or registered mail (return receipt requested) or one business day after its deposit with any return receipt express courier (prepaid).

14.4 Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

14.5 Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.

14.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.

14.7 Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the foregoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

14.8 Amendment and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing

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signed by the party against which enforcement is sought. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to anyone provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

14.9 Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and Purchaser has executed this Agreement, as of the Effective Date.


LinkedIn Corporation				PURCHASER:

By:
				(Signature)

				Steven Sordello
(Please print name)				(Please print name)

				Address:

(Please print title)

LIST OF EXHIBITS


Exhibit 1:		Form of Non-Recourse Promissory Note

Exhibit 2:		Form of Pledgeholder Agreement

Exhibit 3:		Stock Power and Assignment Separate from Stock Certificate

Exhibit 4:		Spouse Consent

Exhibit 5:		Section 83(b) Election

EXHIBIT 1

NON-RECOURSE SECURED PROMISSORY NOTE


$[ ]		[ ], 2007

FOR VALUE RECEIVED, the undersigned promises to pay to LinkedIn Corporation, a Delaware corporation (the “Company”), or order, at its principal office, the principal sum of $[ ] plus interest thereon at the rate of [ ]%, compounded annually, upon the earlier to occur of (i) the seventh anniversary of the date of this note, (ii) one year following the termination of the undersigned’s employment with the Company for any reason, whether voluntary or involuntary, (iii) 30 days following the consummation of a Change of Control (as such term is defined in the Stock Purchase Agreement dated [ ], 2007 by and between the undersigned and the Company) in which the consideration received by the stockholders of the Company consists of cash or freely tradeable securities or a combination thereof or (iv) six months following any other Change of Control (the “Due Date”).

The entire outstanding balance of principal and all accrued interest shall be due and payable on the Due Date. In addition, if at any time the Company consummates an initial public offering of its capital stock (a) pursuant to a registration statement under the Securities Act of 1933 filed with, and declared effective by, the Unites States Securities and Exchange Commission or (b) through the listing of any class of its equity securities on a non-U.S. stock exchange (an “IPO”), then to the extent that the undersigned sells any shares of the Company’s capital stock in such IPO, or otherwise sells any such shares into a public market or to a private party, then the undersigned agrees to use any Excess Net Proceeds (as defined below) of any such sale remaining to pay the accrued interest and outstanding principal balance of this note. For purposes of this note, Excess Net Proceeds shall mean the amount determined by (A) multiplying the number of shares sold by the undersigned by the price per share paid by the purchasers thereof, and subtracting the sum of (x) the costs incurred by the undersigned in connection with such sale (including underwriting discounts and/or brokerage commissions, legal fees and costs, and the like) plus (y) the taxes reasonably determined by the undersigned to be owed as a result of such sale, after determining the nature of any gain on such sale (e.g., ordinary income, long term capital gain or short term capital gain) and assuming that the undersigned must pay tax on such gain at the maximum marginal rate applicable to gain of such nature.

The undersigned may prepay any amount due hereunder at any time, without premium or penalty. All payments on this note shall be applied first to accrued interest and then to principal.

The undersigned hereby waives to the full extent permitted by law all rights to plead any statute of limitations as a defense to any action hereunder.

As security for the full and timely payment of this note, the undersigned hereunder pledges and grants to the Company a security interest in [ ] shares of the Company’s common stock purchased pursuant to the Stock Purchase Agreement (the “Pledged Stock”), together with any stock subscription rights, liquidating dividends, stock dividends, new securities of any type whatsoever, or any other property which the undersigned is or may be entitled to receive as a result of the

undersigned’s ownership of the Pledged Stock. The undersigned shall, upon execution of this note, deliver all certificates representing the Pledged Stock to the agent for the Company (the “Agent”), designated pursuant to the Pledgeholder Agreement between the Company and the undersigned dated the same date as this note. The Agent shall hold the Pledged Stock solely for the benefit of the Company to perfect the security interest granted hereunder.

This note is non-recourse to any assets of the undersigned other than the Pledged Stock, and the Company shall not have recourse to any other assets of the undersigned. In the event of any default in the payment of this note, the Company shall have and may exercise any and all remedies of a secured party under the California Commercial Code, and any other remedies available at law or in equity, with respect to the Pledged Stock. The undersigned acknowledges that state or federal securities laws may restrict the public sale of securities, and may require private sales at prices or on terms less favorable to the seller than public sales.

The failure of the Company to exercise any of the rights created hereby, or to promptly enforce any of the provisions of this note, shall not constitute a waiver of the right to exercise such rights or to enforce any such provisions.

As used herein, the undersigned includes the successors, assigns and distributees of the undersigned.

As used herein, the Company includes the successors, assigns and distributees of the Company, as well as a holder in due course of this note.

In the event the Company incurs any costs or fees in order to enforce payment of this note or any portion thereof (including reasonable attorneys fees), such costs and fees shall be added to the other amounts owing under this note.

This note is made under and shall be construed in accordance with the laws of the State of California, without regard to the conflict of law provisions thereof.

(Signature)

Name: Steven Sordello

Address:

EXHIBIT 2

PLEDGEHOLDER AGREEMENT

LINKEDIN CORPORATION

PLEDGEHOLDER AGREEMENT

This Pledgeholder Agreement is entered into as of [ ], 2007.

RECITALS

A. LinkedIn Corporation, a Delaware corporation (the “Company”), and its undersigned employee (the “Employee”) have executed a Stock Purchase Agreement on [ ], 2007, (the “Purchase Agreement”) pursuant to which Employee agreed to purchase, and the Company agreed to sell to Employee, [ ] shares of the Company’s common stock (the “Shares”). As partial consideration for the Shares, the Employee has executed and delivered to the Company a Non-Recourse Secured Promissory Note also dated [ ], 2007 in the principal amount of $[ ] (the “Note”).

B. As security for the full and timely payment of the Note, the Employee has granted to the Company a security interest in all the Shares and hereby pledges the Shares (the “Pledged Stock”) as collateral.

C. The Company and the Employee now desire to appoint the Company’s Chief Executive Officer as their agent (the “Agent”) with respect to certain certificate(s) evidencing the Pledged Stock.

PLEDGEHOLDER INSTRUCTIONS

The Company and the Employee hereby authorize and direct the Agent to hold the documents and certificate(s) delivered to the Agent pursuant to these instructions (these “Instructions”) and to take the following actions with respect thereto, and the Company and the Employee hereby agree as follows:

1. The Employee hereby delivers and/or agrees to deliver to the Agent the certificate(s) evidencing the Pledged Stock and an Assignment Separate From Certificate executed in blank.

2. The provisions of these Instructions shall apply for so long as the Company has a security interest in the Pledged Stock pursuant to the Note. Upon full payment by the Employee of all indebtedness under the Note, and the termination of the Repurchase Option and the Right of First Refusal (as those terms are defined in the Purchase Agreement), the Agent shall deliver the Pledged Stock back to the Employer.

3. As security for the full repayment of the Note, the Employee has granted (and hereby confirms) to the Company a security interest in the Pledged Stock, together with any stock subscription rights, liquidating dividends, stock dividends, new securities of any type whatsoever, or any other property which the Employee is or may be entitled to receive as a result of the Employee’s ownership of the Pledged Stock. Notwithstanding anything herein to the contrary, the Agent holds

the certificate(s) representing the Pledged Stock as the Company’s agent to perfect the Company’s security interest in the Pledged Stock, and not as an escrow holder for Employee and the Company. Nothing herein shall be construed to permit the Employee any control over the Pledged Stock while so held, the right to direct disposal of the Pledged Stock, or any other right inconsistent with the Agent’s possession of the certificate(s) as perfecting the Company’s security interest, provided however, that this provision shall not apply in connection with any sale or transfer of Pledged Stock pursuant to which the entire remaining balance of the Note is paid in full. In the event the Employee fails to make any payment under the Note when due, or otherwise defaults in any obligation due the Company, the Agent shall deliver the certificate(s) to the Company, or take such other action as the Company, as a secured creditor under the California Commercial Code, shall direct. The Employee acknowledges that state or federal securities laws may restrict the public sale of the Pledged Stock, and may require private sales at prices or on terms less favorable to the seller than public sales. The Employee agrees that where the Company, in its sole discretion, determines that a private sale is appropriate, such sale shall be deemed to have been made in a commercially reasonable manner.

4. To facilitate (i) the exercise of the Company’s rights as a secured party, (ii) the Company’s ability to exercise the Repurchase Right and/or the Right of First Refusal, and (iii) the performance of these Instructions, the Employee does hereby constitute and appoint the Agent as the Employee’s attorney-in-fact and agent to execute with respect to the Pledged Stock all stock certificates, stock assignments, or other instruments which shall be necessary or appropriate to make such securities negotiable and complete any transaction herein contemplated, including the Company’s exercise of its rights as a secured party and the exercise of the Repurchase Right and/or the Right of First Refusal by the Company or any assignee of the Company. The Employee understands that such appointment is coupled with an interest and is irrevocable. Subject to the provisions of these Instructions, the Employee shall exercise all rights and privileges of a stockholder of the Company while the Pledged Stock is held by the Agent; provided, however, the Employee may not sell, transfer, dispose of, or in any manner encumber any shares of the Pledged Stock while the Pledged Stock is held by Agent hereunder other than in connection with any sale or transfer of Pledged Stock pursuant to which the entire remaining balance of the Note (including both principal and accrued interest) is paid in full.

5. If at the time of termination of the pledge of the Pledged Stock, the Agent shall have in its possession any documents, securities, or other property belonging to the Employee, the Agent shall deliver all of same to the Employee and shall be discharged of all further obligations hereunder.

6. The Agent’s duties hereunder may be altered, amended, modified, or revoked only by a writing signed by the Company and the Employee, and approved by the Agent.

7. The Agent shall not be personally liable for any act the Agent may do or omit to do hereunder as agent for the Company, or attorney in fact for the Employee while acting in good faith and in the exercise of the Agent’s own good judgment, and any act done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys shall be conclusive evidence of such good faith.

8. In consideration of the Agent’s acceptance of this appointment, the Company agrees to indemnify and hold harmless the Agent as to any liability incurred by Agent to any person by reason of its having accepted such appointment or in carrying out the provisions of this Pledgeholder

Agreement, and to reimburse the Agent for all its costs and expenses (including, without limitation, legal counsel fees and expenses) reasonably incurred by reason of any matter relating to or arising under this Pledgeholder Agreement.

9. The Agent is hereby expressly authorized to disregard any and all warnings by any of the parties hereto or by any other person, firm, corporation, or other entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments, or decrees of any court. In the event the Agent obeys or complies with any such order, judgment, or decree of any court, the Agent shall not be liable to any of the parties hereto or to any other person, firm, corporation, or other entity by reason of such compliance notwithstanding that any such order, judgment, or decree shall be subsequently reversed, modified, annulled, set aside, vacated, or found to have been entered without jurisdiction.

10. The Agent shall not be liable in any respect on account of the identity, authorities, or rights of the parties executing or delivering or purporting to execute or deliver any agreements or documents called for by the Purchase Agreement or any documents or papers deposited or called for hereunder.

11. The Agent shall not be liable for the barring of any rights under the statute of limitations with respect to these Instructions or any documents deposited with the Agent.

12. By signing this Pledgeholder Agreement, the Agent becomes a party hereto only for the purpose of said Pledgeholder Agreement. The Agent shall not be considered a party to the Purchase Agreement or to any documents or agreements called for by the Purchase Agreement.

13. The Agent may resign from its duties hereunder at any time upon written notice to the Company and the Employee and delivery of all documents and certificates held in this escrow to the successor Agent. If a successor agent has not been appointed within thirty (30) days, the Agent may deliver all such documents and certificates to the Company, at which time, all further responsibilities and duties of the Agent shall cease.

14. If prior to the termination of these Instructions the Agent shall resign or otherwise cease to operate as Agent, a successor agent shall be designated by the Board of Directors of the Company. The Board of Directors of the Company may, at any time, substitute another party in the Agent’s place as agent hereunder, and the Employee hereby expressly accepts such substitution.

15. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a)

if to the Company, to:

LinkedIn Corporation

2029 Stierlin Court

Mountain View, CA 94043

Attn: Chief Executive Officer

(b)

if to the Employee, to:

(c)

if to the Agent, to: LinkedIn Corporation

2029 Stierlin Court

Mountain View, CA 94043

Attn: Chief Executive Officer

16. The provisions of this Pledgeholder Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

17. This Pledgeholder Agreement shall be governed, to the fullest extent possible, by the laws contained in the California Commercial Code, including any regulations or judicial interpretations with respect thereto. To the extent that any matter is not governed by the laws contained in the California Commercial Code, such matter shall be governed by the laws of the state of the Employee’s residence as such laws are applied to agreements between residents of such state entered into and to be performed entirely within such state.

18. This Pledgeholder Agreement, the Note, and the Purchase Agreement contain the entire understanding of the Company and the Employee with respect to the subject matter contained herein, and there are no other contracts, agreements, understandings, representations, warranties, or covenants with respect to the subject matter contained herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company and the Employee have executed this Pledgeholder Agreement as of the date first above written. This Pledgeholder Agreement may be executed in counterparts, each of which shall be considered an original but together which shall constitute one and the same instrument.

EMPLOYEE

(Signature)

Name: Steven Sordello

Address:

LINKEDIN CORPORATION

(Signature)

Name:

Title:

Address:

2029 Stierlin Court

Mountain View, CA 94043

PLEDGEHOLDER

(Signature)

Name:

Address:

EXHIBIT 3

STOCK POWER AND ASSIGNMENT

SEPARATE FROM STOCK CERTIFICATE

STOCK POWER AND ASSIGNMENT

SEPARATE FROM STOCK CERTIFICATE

FOR VALUE RECEIVED, and pursuant to that certain Stock Purchase Agreement dated as of [ ], 2007 (the “Agreement”), the undersigned hereby sells, assigns and transfers unto , shares of common stock, $0.0001 par value per share, of LinkedIn Corporation, a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Certificate No(s) delivered herewith, and does hereby irrevocably constitute and appoint the of the Company as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.

Dated:

PURCHASER:

(Signature)

Steven Sordello

(Please Print Name)

(Spouse’s Signature, if any)

(Please Print Spouse’s Name)

Instructions to Purchaser: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power and Assignment is to enable the Company and/or its assignee(s) to acquire the shares upon exercise of the Repurchase Option or the Right of First Refusal set forth in the Agreement without requiring additional signatures on the part of the Purchaser or Purchaser’s Spouse, if any.

EXHIBIT 4

SPOUSE CONSENT

The undersigned spouse of Steven Sordello (the “Purchaser”) has read, understands and hereby approves all the terms and conditions of that certain Stock Purchase Agreement dated as of [ ], 2007 (the “Agreement”), by and between LinkedIn Corporation, a Delaware corporation (the “Company”), and the Purchaser, pursuant to which the Company granted to the Purchaser shares of common stock of the Company (the “Shares”).

In consideration of the Company selling my spouse the Shares under the Agreement, I hereby agree to be irrevocably bound by all the terms and conditions of the Agreement (including but not limited to the Company’s Repurchase Option and Right of First Refusal, the Company’s limited irrevocable proxy and the market standoff agreements contained therein) and further agree that any community property interest I may have in the Shares will be similarly bound by the Agreement.

I hereby appoint Purchaser as my attorney-in-fact, to act in my name, place and stead with respect to any amendment of, or exercise of any rights under, the Agreement.

Dated:

Signature of Spouse [Sign Here]

Name of Spouse [Please Print]

¨ Check this box and sign below if you do not have a spouse

EXHIBIT 5

SECTION 83(B) ELECTION

ELECTION UNDER SECTION 83(B) OF THE

INTERNAL REVENUE CODE

The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include the excess, if any, of the fair market value of the property described below at the time of transfer over the amount paid for such property, as compensation for services in the calculation of: (1) regular gross income; (2) alternative minimum taxable income; or (3) disqualifying disposition gross income, as the case may be.


1.	TAXPAYER’S NAME:	Steven Sordello

	TAXPAYER’S ADDRESS:


	SOCIAL SECURITY NUMBER:

2.	The property with respect to which the election is made is described as follows: [ ] shares of Common Stock of LinkedIn Corporation, a Delaware corporation (the “*Company*”), which is Taxpayer’s employer or the corporation for whom the Taxpayer performs services.

3.	The date on which the shares were purchased was [ ], 2007 and this election is made for calendar year 2007.

4.	The shares are subject to the following restrictions: The Company may repurchase all or a portion of the shares at the Taxpayer’s original purchase price under certain conditions at the time of Taxpayer’s termination of employment or services.

5.	The fair market value of the shares (without regard to restrictions other than restrictions which by their terms will never lapse) was $[ ] per share at the time of purchase.

6.	The amount paid for such shares was $[ ] per share.

7.	The Taxpayer has submitted a copy of this statement to the Company.

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (“IRS”), AT THE OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER THE DATE OF TRANSFER OF THE SHARES, AND MUST ALSO BE FILED WITH THE TAXPAYER’S INCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT OF THE IRS.


Dated:
				Taxpayer’s Signature

SCHEDULE OF MATERIAL DIFFERENCES

TO EXHIBIT 10.9

Name

Agreement
Date

Amount

Number

Shares

Interest Rate

Full

Recourse

Note

Amount

Non-

Recourse

Note

Amount

Steven

Sordello

10/18/07

$24,334.60

83,891

4.35%, compounded

annually

n/a

$24,334.60

Steven

Sordello

9/10/07

$164,393.22

723,436

4.79%, compounded

annually

n/a

$164,393.22

This schedule sets forth the material terms, to the extent they are different, of the promissory notes and pledgeholder agreements with Steven Sordello, Chief Financial Officer of LinkedIn Corporation. The form is filed herewith.

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EX-10.10 10 dex1010.htm FORM OF OPTION EXERCISE AND REPURCHASE AGREEMENTS Form of Option Exercise and Repurchase Agreements

Exhibit 10.10

LINKEDIN CORPORATION

OPTION EXERCISE AND REPURCHASE AGREEMENT

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”).

RECITALS

A. Pursuant to the Plan, the Company has granted to the Purchaser an option (“Option”) to purchase [ ] shares of common stock of the Company (the “Option Shares”). Such Option is exercisable at the Exercise Price Per Share specified in the Notice of Stock Option Grant entered into between the Company and the Purchaser and dated as of [ ] (the “Notice of Grant”) and setting forth the terms and conditions of the Option.

B. As of the Effective Date, none of the Option Shares are vested (“Vested Shares”) and all of the Option Shares are unvested (“Unvested Shares”) in accordance with the Vesting Schedule set forth in the Notice of Grant.

C. The Purchaser desires to exercise the Option to purchase [ ] shares (the “Shares”), consisting of [ ] Unvested Shares and no Vested Shares, for an aggregate purchase price of $[ ] (the “Purchase Price”), payable to the Company by delivery of certain promissory notes as set forth herein.

D. The Company is willing to permit Purchaser to exercise the Option on the terms set forth herein, under an Executive Loan Program approved by the Company’s Board of Directors (“the “Loan Program”). Under the Loan Program, certain executives of the Company have been offered the right to exercise options to purchase Common Stock of the Company granted to them under the Plan by executing promissory notes payable to the Company in an aggregate amount not to exceed $750,000 principal amount per participating executive. Of the total principal amount of the notes, 55% will be evidenced by a full recourse promissory note and 45% will be evidenced by a non-recourse promissory note. Both notes will be secured by the shares of Common Stock so purchased, will be due as set forth in such notes (including provisions for the acceleration of the due date upon the occurrence of various events, such as termination of employment under certain circumstances or the Company filing a registration statement under the Securities Act of 1933). In order to ensure compliance with provisions of the federal securities laws prohibiting companies from extending or maintaining credit to certain executives, the Loan Program also contemplates that the Company will have the right to repurchase some or all of the shares so purchased by cancellation of the notes in advance of filing such a registration statement. The price at which the Company will have the right to repurchase the shares will be the fair market value of the Company’s Common Stock, as

determined by the Board of Directors of the Company at a time prior to the Company’s filing of a registration statement. Purchaser shall have no say in the Board’s establishment of the repurchase price and Purchaser specifically acknowledges that such repurchase price may be lower or higher than the price per share Purchaser paid to exercise his or her option or lower or higher than the price per share in the Company’s initial public offering, if any. Each participating employee will receive advance notice of the Company’s intent to exercise its right to repurchase shares, in order to make arrangements to pay the amounts outstanding on the notes.

E. These recitals are included for informative purposes only, and shall not be deemed to modify or change any provision of this Agreement. If there is any conflict between the descriptions set forth in these recitals and any other provision of this Agreement, such other provision shall control.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. VESTING OF SHARES. For purposes of determining vesting of the Unvested Shares under this Agreement, all Unvested Shares shall continue to vest in accordance with the Vesting Schedules set forth in the Notice of Grant and become Vested Shares at the time of such vesting. For purposes of determining the order of vesting of the Unvested Shares purchased hereunder and the vesting of any remaining Unvested Shares as to which the Option is not being exercised, all Unvested Shares purchased hereunder shall vest before any Unvested Shares remaining under the Notice of Grant shall vest.

2. CLOSING.

2.1 Deliveries by the Purchaser. The Purchaser hereby delivers to the Company: (i) the Purchase Price payable by two Secured Promissory Notes, one of which is a full recourse promissory note in the form of Exhibit 1 attached hereto for the principal amount of $[ ] (the “Full Recourse Note”) and the second of which is a non-recourse promissory note in the form of Exhibit 2 attached hereto for the principal amount of $[ ] (the “Non-Recourse Note” and, together with the Full Recourse Note, the “Notes”), attached hereto; (ii) a duly executed copy of this Agreement; (iii) three (3) copies of a blank Stock Power and Assignment Separate from Stock Certificate in the form of Exhibit 3 attached hereto (the “Stock Powers”), both executed by the Purchaser (and the Purchaser’s spouse or domestic partner, if any); and (iv) if the Purchaser is married or has a domestic partner, a Spouse/Domestic Partner Consent in the form of Exhibit 4 attached hereto (the “Spouse/Domestic Partner Consent”) duly executed by the Purchaser’s spouse or domestic partner.

2.2 Deliveries by the Company. Upon its receipt of all the documents to be executed and delivered by the Purchaser to the Company under Section 2.1, the Company will issue a duly executed stock certificate evidencing the Shares in the name of the Purchaser, registered in the Purchaser’s name, with such certificate to be pledged to, and held by, the Company as provided in Section 8 until (i) expiration or termination of the Repurchase Option described in Section 4, the

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First Refusal Right described in Section 5 and the Call Option Right described in Section 6 and (ii) full payment of the Notes.

3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to the Company that:

3.1 Securities for Own Account for Investment. The Purchaser is purchasing the Shares for the Purchaser’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Shares and no one other than the Purchaser has any beneficial ownership of any of the Shares.

3.2 Access to Information. The Purchaser has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that the Purchaser reasonably considers important in making the decision to accept the Shares, and the Purchaser has had ample opportunity to ask questions of the Company’s representatives concerning such matters and this investment.

3.3 Understanding of Risks. The Purchaser is fully aware of: (i) the highly speculative nature of the investment in the Shares; (ii) the financial hazards involved; (iii) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that the Purchaser may not be able to sell or dispose of the Shares or use them as collateral for loans); (iv) the qualifications and backgrounds of the management of the Company; and (v) the tax consequences (known or unknown) of accepting and holding the Shares, including potential changes to tax laws that may be enacted (and which could be effective retroactively).

3.4 Compliance with Securities Laws. The Purchaser understands and acknowledges that, in reliance upon the representations and warranties made by the Purchaser herein, the Shares are not being registered with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act or being qualified under the California Corporate Securities Law of 1968, as amended (the “Law”), or being registered under any other applicable U.S. state or foreign securities laws or listing requirements or regulations, but instead are being issued under an exemption or exemptions from the registration and qualification requirements of the Securities Act and the Law, which impose certain restrictions on the Purchaser’s ability to transfer the Shares.

3.5 Restrictions on Transfer. The Purchaser understands that the Purchaser may not transfer any Shares unless such Shares are (i) registered under the Securities Act and qualified under the Law and/or such other applicable U.S. state securities law, (ii) registered under such other applicable foreign securities laws or listing requirements or regulations or (iii) in the opinion of counsel to the Company, exemptions from such registration, qualification or listing requirements are available.

4. COMPANY’S REPURCHASE OPTION FOR UNVESTED SHARES.

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4.1 Repurchase Option. The Company, or its assignee, shall have the option to repurchase all or any portion of the Unvested Shares on the terms and conditions set forth in this Section 4 (the “Repurchase Option”) if the Purchaser is Terminated (as defined in Section 4.3 hereunder).

4.2 Release of Unvested Shares from Repurchase Option. As Unvested Shares become Vested Shares in accordance with the Vesting Schedules set forth in the Notice of Grant and in accordance with Section 1, such Shares shall be released from the Repurchase Option (but the certificates for such Shares shall continue to be held by the Company until all the conditions in Section 2.2 have been satisfied).

4.3 Definitions. For the purpose of this Agreement, the following terms shall have the meaning indicated below:

“Cause” shall mean the Purchaser being convicted of, or entering a plea of nolo contendere to, any felony or a misdemeanor involving an act of moral turpitude, dishonesty or fraud;

“Change of Control” shall mean (A) the closing of the sale, transfer or other disposition of all or substantially all of the Company’s assets, (B) the consummation of a merger, reorganization, consolidation or share transfer which results in the voting securities of the Company outstanding immediately prior thereto or the voting securities issued with respect to the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter less than a majority of the combined voting power of the voting securities of the Company or the surviving or acquiring entity outstanding immediately after such merger, reorganization, consolidation or share transfer or (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated person (other than an underwriter of the Company’s securities), of the Company’s securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Company (or the surviving or acquiring entity).

4.4 Termination and Termination Date. For purposes of this Agreement, “Termination” or “Terminated” means that the Purchaser’s Service with the Company or its Subsidiaries has terminated, including without limitation the Purchaser’s death, disability, voluntary resignation or termination by the Company with or without Cause (as defined in section 4.3 of this Agreement). The date on which a Termination becomes effective is referred to herein as the “Termination Date.” The Purchaser will not be deemed to have been Terminated while the Purchaser is on a bona fide leave of absence, to the extent required by applicable law or approved by the Administrator under the Plan.

4.5 Exercise of Repurchase Option. At any time within 90 days after the Purchaser’s Termination Date, the Company, or its assignee, may elect to repurchase all or any portion of the Unvested Shares by giving the Purchaser written notice of exercise of the Repurchase Option (the “Repurchase Notice”). The Repurchase Notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected (the “Repurchase Date”), such date to be not more than 30 days after the date of the Repurchase Notice. The

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certificates representing the Unvested Shares to be repurchased shall be delivered to the Company or its assignee on the closing date specified for the repurchase in the Repurchase Notice.

4.6 Calculation of Repurchase Price for Unvested Shares. The Company or its assignee shall have the option to repurchase from the Purchaser (or from the Purchaser’s personal representative as the case may be) all or any portion of the Unvested Shares at an aggregate repurchase price (the “Repurchase Price”) equal to the sum of (i) the Exercise Price Per Share applicable to such Unvested Shares multiplied by the number of Unvested Shares to be repurchased plus (ii) interest on such amount from the Effective Date to the date of repurchase at the rate of [ ] % per annum, compounded annually.

4.7 Payment of Repurchase Price. The Repurchase Price shall be payable by cancellation of all or a portion of any outstanding indebtedness of the Purchaser to the Company if the Company repurchases the Unvested Shares. If the Company assigns the Repurchase Option, the assignee shall pay the Repurchase Price by cash or check. If, on the Repurchase Date, the Purchaser owes any money to the Company (whether then due or not), the assignee shall pay the Repurchase Price to the Company, and the Company will apply such Repurchase Price against outstanding debt from the Purchaser. To the extent that any amounts remain unpaid on the Notes on the Repurchase Date, any such cancellation of indebtedness, or payment of the Repurchase Price by an assignee to the Company, shall be applied first against the Notes, ratably between the outstanding balance of the Full Recourse Note and the Non-Recourse Note. To the extent that the Repurchase Price exceeds the amount of all outstanding indebtedness of the Purchaser to the Company, such excess shall be paid by the Company or its assignee by check made payable to the Purchaser. The Repurchase Price shall be paid on the Repurchase Date, upon the Company’s or its assignee’s receipt of the stock certificates representing the Unvested Shares to be repurchased.

4.8 Right of Termination Unaffected. Nothing in this Agreement shall be construed to limit or otherwise affect or amend the at-will nature of Purchaser’s employment with the Company (or any Parent or Subsidiary of the Company), meaning that the Company or Purchaser can terminate Purchaser’s employment with the Company (or any such Parent or Subsidiary) at any time, with or without notice, and for any reason or no reason, with or without Cause.

5. COMPANY’S FIRST REFUSAL RIGHT. The Shares held by the Purchaser or any transferee of such Shares (either being referred to herein as the “Holder”) shall be subject to the First Refusal Right on the terms and conditions set forth in the Plan.

6. COMPANY’S CALL OPTION RIGHT.

6.1 Call Option Right. If at any time the Company determines to file a registration statement under the Securities Act of 1933, as amended, with the SEC, the Company shall have the right (the “Call Option Right”) to purchase from Purchaser sufficient Vested Shares to completely retire all outstanding indebtedness from the Purchaser to the Company, whether pursuant to the Notes or otherwise. To exercise the Call Option Right, the Company shall send to Purchaser written notice of its intent to file such a registration statement (the “Call Option Exercise Notice”), which notice shall specify the number of Vested Shares to be purchased by the Company (including sufficient information on how the Company determined such number in accordance with

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Section 6.2), the price at which such Vested Shares will be purchased and a statement as to the date on which the purchase will occur (the “Call Option Closing Date”), which date shall be at least 31 days after the Call Option Exercise Notice is delivered to the Purchaser in accordance with Section 10.3

6.2 Determination of Shares Subject to Call Option. The number of Vested Shares that the Company shall have the right to purchase from Purchaser pursuant to the Call Option Right shall be determined by dividing (i) the aggregate amount of all outstanding indebtedness to the Company (which amount shall include all principal and accrued interest through the Call Option Closing Date) by (ii) the Call Option Exercise Price. The “Call Option Exercise Price” shall be the Board’s good faith estimate of the fair market value of one share of the Company’s Common Stock as of the Call Option Closing Date (which estimate shall be made not more than 45 days prior to the Call Option Closing Date). The Board may, but is not required to, include in its determination of the Call Option Exercise Price a mechanism by which such Call Option Exercise Price will be adjusted (upward or downward) as of a later date (such as the effective time of the registration statement to be filed with the SEC or the pricing of the public offering covered by such registration statement), based upon such adjustment mechanism as the Board may determine (which mechanism shall comply with all applicable laws and regulations, including Section 409A of the Internal Revenue Code). Upon any such adjustment of the Call Option Exercise Price, (i) in the event of an upward adjustment, the Company shall pay the amount of such upward adjustment by check to Purchaser or (ii) in the event of a downward adjustment, the Company shall repurchase and cancel such number of additional Vested Shares as is necessary to fully cancel all outstanding indebtedness of Purchaser to the Company as of the Call Option Closing Date based upon the adjusted Call Option Exercise Price.

6.3 Effect of Payment of Outstanding Indebtedness. At any time after delivery of the Call Option Exercise Notice until one day prior to the Call Option Closing Date, Purchaser may pay off all or any portion of his or her outstanding indebtedness to the Company by cash or check, and the number of Vested Shares to be purchased by the Company shall be reduced commensurately, so that the number of Vested Shares purchased at the Call Option Closing Date will be the minimum number required to completely retire all then outstanding indebtedness from the Purchaser to the Company.

6.4 Closing. On the Call Option Closing Date, the Company will cancel the stock certificates representing the number of Vested Shares to be purchased by the Company to retire all outstanding indebtedness from the Purchaser to the Company, and issue a new certificate in the name of Purchaser for the balance of the Shares not purchased. The Company will issue a new certificate and hold it until the expiration or termination of the Repurchase Option and the First Refusal Right, as set forth in Section 2.2. All outstanding indebtedness from the Purchaser to the Company will be cancelled, and the Notes or other evidence of indebtedness will also be cancelled and delivered back to Purchaser by the Company.

6.5 Assignment. The Company may assign the Call Option Right to such assignee as the Company chooses, in whole or in part. In the event of such an assignment, the purchase price for the Vested Shares to be purchased shall be paid directly to the Company, and the Company shall, upon receipt of such payment, cancel all outstanding indebtedness from the

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Purchaser to the Company (or, in the event of a partial assignment, an amount of such indebtedness equal to the amount of the purchase price paid by such assignee).

6.6 Taxes. Purchaser acknowledges that the purchase of Vested Shares by the Company upon exercise of the Call Option Right may result in Purchaser recognizing taxable income, and that Purchaser is wholly responsible for paying taxes on any such taxable income.

7. RIGHTS AS STOCKHOLDER. Subject to the terms and conditions of this Agreement, the Purchaser will have all of the rights of a stockholder of the Company with respect to the Shares from and after the date that Shares are issued to the Purchaser until such time as the Purchaser disposes of the Shares or the Company and/or its assignee(s) exercise(s) the Repurchase Option, the First Refusal Right or the Call Option Right. Upon an exercise of the Repurchase Option, the First Refusal Right or the Call Option Right, the Purchaser will have no further rights as a holder of the Shares so purchased upon such exercise, except the right to receive payment for the Shares so purchased in accordance with the provisions of this Agreement, and the Purchaser will promptly surrender the stock certificate(s) evidencing the Shares so purchased to the Company for transfer or cancellation.

8. SECURITY INTEREST AND PLEDGE. As security for the Purchaser’s faithful performance of this Agreement and to perfect the security interest in the Shares granted by Purchaser to the Company under the Notes, the Purchaser pledges the Shares to the Company and further agrees that the Company shall hold the certificates representing the Shares, together with the pledged stock powers executed by the Purchaser and by the Purchaser’s spouse or domestic partner, if any (with the date and number of Shares left blank), to the Company. Purchaser authorizes the Company to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement.

9. TAX CONSEQUENCES.

9.1 Representations. THE PURCHASER UNDERSTANDS THAT THE PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE PURCHASER’S PURCHASE OR DISPOSITION OF THE SHARES. THE PURCHASER REPRESENTS (I) THAT THE PURCHASER HAS BEEN ADVISED TO CONSULT WITH A TAX ADVISOR IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND (II) THAT THE PURCHASER IS NOT RELYING ON THE COMPANY, THE COMPANY’S COUNSEL OR ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE COMPANY FOR ANY TAX OR LEGAL ADVICE IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. IN PARTICULAR, IF ANY SHARES ARE SUBJECT TO REPURCHASE BY THE COMPANY, THE PURCHASER REPRESENTS THAT THE PURCHASER HAS CONSULTED WITH THE PURCHASER’S TAX ADVISOR CONCERNING THE ADVISABILITY OF FILING AN 83(B) ELECTION WITH THE INTERNAL REVENUE SERVICE.

9.2 Section 83(b) Election for Unvested Shares. Unless an election is filed by the Purchaser with the Internal Revenue Service (and, if necessary, the proper state taxing authorities), within 30 days after the purchase of the Unvested Shares, electing pursuant to Section 83(b) of the

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Code (and similar state tax provisions, if applicable) to be taxed currently on any difference between the Exercise Price Per Share and the fair market value of the Common Stock on the Effective Date, there may be a recognition of taxable income (including, where applicable, alternative minimum taxable income) to the Purchaser, measured by the excess, if any, of the fair market value of the Unvested Shares at the time they cease to be Unvested Shares, over the Exercise Price Per Share.

10. GENERAL PROVISIONS.

10.1 Assignments: Successors and Assigns. The Company may assign any of its rights and obligations under this Agreement, including its rights to repurchase Shares under the Repurchase Right, the First Refusal Right and the Call Option Right; provided, that any such assignment shall require approval of the Board. Any assignment of rights and obligations by any other party to this Agreement requires the Company’s prior written consent. This Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

10.2 Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to principles of conflicts of laws. The Company and the Purchaser each hereby (i) submits to the exclusive jurisdiction of the Delaware Chancery Court for any action, suit or proceeding arising out of or relating to this Agreement, (ii) agrees that no such action, suit or proceeding shall be brought by it except in such court, and (iii) irrevocably waives, and agrees not to assert (by way of motion, defense or otherwise), in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the Delaware Chancery Court, that its property is exempt or immune from attachment or execution, that such action, suit or proceeding is brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper or that this Agreement may not be enforced in or by the Delaware Chancery Court.

10.3 Notices. Any notice required to be given to the Company shall be in writing and addressed to the Secretary of the Company at its principal corporate offices. Any notice required to be given to the Purchaser shall be in writing and addressed to the Purchaser at the address indicated on the signature page to this Agreement or to such other address as the Purchaser may designate in writing from time to time to the Company. All notices shall be deemed effectively given upon personal delivery, or one business day after its deposit with any return receipt express overnight courier (prepaid).

10.4 Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

10.5 Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.

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10.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.

10.7 Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the foregoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

10.8 Amendment and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to anyone provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

10.9 Entire Agreement. This Agreement, the documents referred to herein, the Plan, the Notice of Grant and the Company’s Amended and Restated Stock Option Agreements, entered into between the Company and the Purchaser, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and the Purchaser has executed this Agreement, as of the Effective Date.


LinkedIn Corporation						PURCHASER:

By:
						(Signature)

Date:						Date


(Please print name)						(Please print name)



(Please print title)
						(Address)

[Signature Page to Option Exercise and Repurchase Agreement]

LIST OF EXHIBITS


Exhibit 1:		Form of Recourse Promissory Note

Exhibit 2:		Form Of Non-Recourse Promissory Note

Exhibit 3:		Stock Power and Assignment Separate from Stock Certificate

Exhibit 4:		Spouse/Domestic Partner Consent

Exhibit 5:		Section 83(b) Election

EXHIBIT 1

FULL RECOURSE SECURED PROMISSORY NOTE


$[ ]		[ ], 20[ ]

FOR VALUE RECEIVED, the undersigned promises to pay to LinkedIn Corporation, a Delaware corporation (the “Company”), or order, at its principal office, the principal amount of $[ ], plus accrued interest thereon, upon the earlier of (i) the seventh anniversary of the date of this Note, (ii) the closing of a Change of Control in which the proceeds to the stockholders of the Company include cash or freely marketable securities, assuming such Change of Control is done with the Company’s consent, (iii) 30 days following the Termination of the undersigned’s Service with the Company if such Termination is (A) by the Company for Cause or (B) voluntarily by the undersigned, unless the Board elects, in its sole discretion, to have subsection (i) of this section apply to such voluntary Termination, (iv) the closing of any private sale of the Pledged Stock (as defined below), or (v) 30 days following the Company’s delivery of the Call Option Exercise Notice in accordance with the Option Exercise Agreement (as defined below) (the “Due Date”). This Note shall bear interest at the rate per annum of [ ]%, compounded annually. Payment of such interest shall be deferred until the Due Date, provided that the undersigned shall submit to the Company payment in full of all such interest on the Due Date. For purposes of this Note and for clarification purposes, the undersigned’s death or disability shall not be deemed a Termination for Cause or a voluntary Termination by the undersigned.

Capitalized terms not defined herein shall have the meanings ascribed to them in that certain Option Exercise and Repurchase Agreement between the Company and the undersigned dated the same date as this Note (the “Option Exercise Agreement”) or in the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”).

As security for the full and timely payment of this Note, the undersigned hereunder pledges and grants to the Company a security interest in [ ] shares of the Company’s common stock exercised by the undersigned pursuant to the Option Exercise Agreement (the “Pledged Stock”), together with any stock subscription rights, liquidating dividends, stock dividends, new securities of any type whatsoever, or any other property which the undersigned is or may be entitled to receive as a result of the undersigned’s ownership of the Pledged Stock. The undersigned shall, upon execution of this Note, deliver (or authorize the Company to retain) all certificates representing the Pledged Stock to the Company. The Company shall hold the Pledged Stock to perfect the security interest granted hereunder.

If the undersigned’s Service is Terminated and any shares of the Pledged Stock are Unvested Shares and remain subject to the Repurchase Option, that portion of the principal amount of this Note (and any interest accrued thereon from the date hereof) equal to the number of Unvested Shares multiplied by the Exercise Price Per Share shall become immediately due and payable. In such event, the Company may elect to repurchase such Unvested Shares from the undersigned by cancelling such portion of the principal amount of this Note (and any interest accrued thereon) and extinguishing the undersigned’s payment obligations for such portion hereunder.

The undersigned may prepay any amount due hereunder at any time, without premium or penalty.

The undersigned hereby waives to the full extent permitted by law all rights to plead any statute of limitations as a defense to any action hereunder.

The undersigned acknowledges that this Note is a full recourse note and that the undersigned is liable for full payment of this Note without regard to the value at any time or from time to time of the Pledged Stock. In the event of any default in the payment of this Note, the Company shall have and may exercise any and all remedies of a secured party under the California Commercial Code, and any other remedies available at law or in equity, with respect to the Pledged Stock. The undersigned acknowledges that state or federal securities laws may restrict the public sale of securities, and may require private sales at prices or on terms less favorable to the seller than public sales.

The failure of the Company to exercise any of the rights created hereby, or to promptly enforce any of the provisions of this Note, shall not constitute a waiver of the right to exercise such rights or to enforce any such provisions.

As used herein, the undersigned includes the successors, assigns and distributees of the undersigned.

As used herein, the Company includes the successors, assigns and distributees of the Company, as well as a holder in due course of this Note.

In the event the Company incurs any costs or fees in order to enforce payment of this Note or any portion thereof, the undersigned agrees to pay to the Company, in addition to such amounts as are owed pursuant to this Note, such costs and fees, including, without limitation, a reasonable sum for attorneys’ fees.

This Note is made under and shall be construed in accordance with the laws of the State of Delaware, without regard to the conflict of law provisions thereof.



(Signature)
Name:

Address:

[Signature Page to Full-Recourse Secured Promissory Note]

EXHIBIT 2

NON-RECOURSE SECURED PROMISSORY NOTE


$[ ]		[ ], 20[ ]

The undersigned may prepay any amount due hereunder at any time, without premium or penalty.

The undersigned hereby waives to the full extent permitted by law all rights to plead any statute of limitations as a defense to any action hereunder.

This Note is non-recourse to any assets of the undersigned other than the Pledged Stock, and the Company shall not have recourse to any other assets of the undersigned. In the event of any default in the payment of this Note, the Company shall have and may exercise any and all remedies of a secured party under the California Commercial Code, and any other remedies available at law or in equity, with respect to the Pledged Stock. The undersigned acknowledges that state or federal securities laws may restrict the public sale of securities, and may require private sales at prices or on terms less favorable to the seller than public sales.

As used herein, the undersigned includes the successors, assigns and distributees of the undersigned.

As used herein, the Company includes the successors, assigns and distributees of the Company, as well as a holder in due course of this Note.

This Note is made under and shall be construed in accordance with the laws of the State of Delaware, without regard to the conflict of law provisions thereof.

(Signature)

Name:

Address:

[Signature Page to Non-Recourse Secured Promissory Note]

EXHIBIT 3

STOCK POWER AND ASSIGNMENT

SEPARATE FROM STOCK CERTIFICATE

STOCK POWER AND ASSIGNMENT

SEPARATE FROM STOCK CERTIFICATE

FOR VALUE RECEIVED, and pursuant to that certain Option Exercise and Repurchase Agreement dated as of , 20[ ] (the “Agreement”), the undersigned hereby sells, assigns and transfers unto , shares of common stock, $0.0001 par value per share, of LinkedIn Corporation, a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Certificate No(s) delivered herewith, and does hereby irrevocably constitute and appoint the of the Company as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.

Dated:

PURCHASER:

(Signature)

(Please Print Name)

(Spouse’s Signature, if any)

(Please Print Spouse’s Name)

Instructions to the Purchaser: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power and Assignment is to enable the Company and/or its assignee(s) to acquire the shares upon exercise of the Repurchase Option, the First Refusal Right or the Call Option Right or pursuant to the Company’s security interest in such shares set forth in the Agreement without requiring additional signatures on the part of the Purchaser or the Purchaser’s Spouse, if any.

EXHIBIT 4

SPOUSE/DOMESTIC PARTNER CONSENT

The undersigned spouse or domestic partner of [ ] (the “Purchaser”) has read, understands and hereby approves all the terms and conditions of that certain Option Exercise and Repurchase Agreement dated as of , 20[ ] (the “Agreement”), by and between LinkedIn Corporation, a Delaware corporation (the “Company”), and the Purchaser, pursuant to which the Purchaser exercised [ ] shares of the Company’s common stock subject to certain options granted to the Purchaser (the “Shares”).

In consideration of the Company issuing to my spouse or domestic partner the Shares under the Agreement, I hereby agree to be irrevocably bound by all the terms and conditions of the Agreement (including but not limited to the Company’s Repurchase Option, First Refusal Right, Call Option Right and security interest, contained therein) and further agree that any community property interest I may have in the Shares will be similarly bound by the Agreement.

I hereby appoint the Purchaser as my attorney-in-fact, to act in my name, place and stead with respect to any amendment of, or exercise of any rights under, the Agreement.

Dated:


		Signature of Spouse or Domestic Partner [Sign Here]

		Date:

		Name of Spouse or Domestic Partner [Please Print]

		¨ Check this box and sign below if you do not have a spouse or domestic partner

		Signature of Purchaser

		Date:

EXHIBIT 5

SECTION 83(B) ELECTION

ELECTION UNDER SECTION 83(B) OF THE

INTERNAL REVENUE CODE


1.		TAXPAYER’S NAME:

		TAXPAYER’S ADDRESS:



		SOCIAL SECURITY NUMBER:

2.	The property with respect to which the election is made is described as follows: [ ] shares of Common Stock of LinkedIn Corporation, a Delaware corporation (the “*Company*”), which is Taxpayer’s employer or the corporation for whom the Taxpayer performs services.

3.	The date on which the shares were purchased was [ ], 20[ ] and this election is made for calendar year 20[ ].

4.	The shares are subject to the following restrictions: The Company may repurchase all or a portion of the shares at the Taxpayer’s original purchase price under certain conditions at the time of Taxpayer’s termination of employment or services.

5.	The fair market value of the shares (without regard to restrictions other than restrictions which by their terms will never lapse) was $[ ] per share at the time of purchase.

6.	The amount paid for such shares was $[ ] per share.

7.	The Taxpayer has submitted a copy of this statement to the Company.

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (“IRS”), AT THE OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER THE DATE OF TRANSFER OF THE SHARES, AND MUST ALSO BE FILED WITH THE TAXPAYER’S INCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT OF THE IRS.


Dated:
						Taxpayer’s Signature

SCHEDULE OF MATERIAL DIFFERENCES

TO EXHIBIT 10.10


Name	Agreement Date	Amount	Number of Shares	Interest Rate	Full Recourse Note Amount	Non- Recourse Note Amount
Jeffrey Weiner	5/29/09	$749,998.00	323,275	2.05%, compounded annually	$412,499.00	$337,499.00

Steven Sordello	1/8/10	232,000.00	100,000	2.45%, compounded annually	$127,600.00	$104,400.00

Dipchand “Deep” Nishar	5/28/09	$749,998.00	323,275	2.05%, compounded annually	$412,499.00	$337,499.00

Erika Rottenberg	5/28/09	$696,000.00	300,000	2.05%, compounded annually	$382,800.00	$313,200.00

Erika Rottenberg	1/8/10	$53,998.00	23,275	2.45%, compounded annually	$29,698.90	$24,299.10

This schedule sets forth the material terms, to the extent they are different, of the option exercise and repurchase agreements with each of the executive officers of LinkedIn Corporation. The form is filed herewith.

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 Reid Hoffman, an individual (“Hoffman”).

WHEREAS, Hoffman owns 50% of the outstanding membership units of Degrees of Connection LLC, a Delaware limited liability company (“Degrees LLC”), pursuant to the Limited Liability Company Operating Agreement of Degrees of Connection LLC made as of September 22, 2003 (the “Degrees LLC Operating Agreement”);

WHEREAS, Degrees LLC is the sole owner of U.S. Patent No. 6,175,831 (the “Six Degrees Patent”) and certain related technology and intellectual property rights (collectively, the “Six Degrees Rights”), including, without limitation, certain copyrights and trade secret know how;

WHEREAS, the Company and Hoffman previously entered into that certain Patent Purchase Agreement (the “Prior Agreement”), to provide the Company with an option to purchase all of Hoffman’ s right, title and interest in and to Degrees LLC (the “Interests”), including, without limitation, all of his membership units in Degrees LLC, on the terms and subject to the conditions set forth herein; and

WHEREAS, the Company desires to purchase from Hoffman, and Hoffman desires to sell to the Company, the Interests.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Termination of Prior Agreement. The Prior Agreement is hereby superseded and shall have no further force or effect.

2. Sale and Purchase of Interests. Upon the execution and delivery of this Agreement (the “Closing”), Hoffman (i) shall and hereby does sell, transfer, assign, convey and deliver to the Company all of the Interests, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restrictions or limitations, including, without limitation, any restriction on the right to vote, sell or otherwise dispose of any of the Interests (collectively, “Liens”), and (ii) shall deliver, or cause to be delivered, to the Company the following items:

(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 Hoffman, 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;

(D) an Agreement and Consent to Admit New Member, in the form attached hereto as Exhibit C, duly executed by Hoffman, 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 Hoffman an amount equal to $ $628,159.07 (the “Purchase Price”), which consists of (A) $350,000, which the parties agree is the amount of Hoffman’s capital contribution to Degrees LLC, (B) $50,000, which the parties agree is a good faith estimate of the amount of expenses incurred by Hoffman 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 Hoffman.

Hoffman hereby represents and warrants to the Company as follows:

(a) Interests. The Interests constitute Hoffman’s entire ownership and membership interests (whether record, beneficial or otherwise) in Degrees LLC, and the Interests represent exactly 50% of the outstanding units of Degrees LLC. Hoffman has good and marketable title to all of the Interests, free and clear of all Liens. Without limiting the generality of the foregoing, no individual (other than Hoffman) or entity has any beneficial interest in or a right to acquire or vote any of the Interests otherwise than pursuant to this Agreement. The Interests are free and clear of all Liens. At the Closing, the Company will acquire good and valid title to all of the Interests, free and clear of all Liens. Hoffman has never sold, assigned or otherwise transferred any of the Interests to any individual or entity.

(b) Degrees LLC. Tribe Networks is the sole owner of all of the outstanding units of Degrees LLC that are not owned by Hoffman. Degrees LLC does not have any subsidiaries. The Degrees LLC Operating Agreement is the operating agreement of Degrees LLC and has not been amended.

(c) Authority; Validity and Enforceability. Hoffman has the capacity to execute, deliver and perform his obligations under this Agreement. This Agreement has been duly executed and delivered by Hoffman and, assuming due authorization, execution and delivery by the Company, represents the legal, valid and binding obligation of Hoffman, enforceable against him in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other laws, rules and regulations and principles of equity affecting creditors’ rights and remedies generally. Other than such actions as are expressly required by this Agreement, no further action on the part of Hoffman or any other person is or will be required in order to transfer and assign all of the Interests to the Company.

(d) No Conflict. Neither the execution and delivery of this Agreement by Hoffman, nor the performance by Hoffinan of his obligations hereunder: (i) will violate, conflict

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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 Hoffman is a party or by which Hoffman is bound.

(e) Consents. No consent, approval or authorization of any individual or entity is required in connection with the execution, delivery and performance by Hoffman of this Agreement or any instrument required to be delivered by Hoffman at the Closing or the consummation of the transactions contemplated hereby or thereby.

(f) Capital Accounts. Hoffman has made all capital contributions required by Degrees LLC to be made by him prior to the date of this Agreement, including, without limitation, his share of the required initial capital contribution to Degrees LLC in the sum of $350,000.

(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 Hoffman as follows:

(a) Authority. The Company is duly organized, validly existing, and in good standing under the law of every jurisdiction in which it conducts business. All necessary actions have been taken to authorize the Company to execute this Agreement and perform the Company’s obligations hereunder. The Company’s authorization, execution, delivery and performance of this Agreement do no conflict with or violate any law applicable to the Company or any other agreement or arrangement to which the Company is a party or by which the Company or its assets are bound.

(b) Investment. The Company is acquiring the Interests for the Company’s own account, not as a nominee or agent, for investment purposes only and not with a view to or for the resale or distribution thereof, and has no agreement or arrangement or plan of any kind with any person to sell, transfer or pledge to any person any part of the Interests.

(c) Knowledge. The Company has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in Degrees LLC, is able to bear the economic risks of the Company’s investment and participation in Degrees LLC, and is financially able to hold the Interests for an indefinite period of time and to suffer a complete loss of such investment. The Company has acquired all information it has requested about Degrees LLC and considers necessary to reach an informed and knowledgeable decision to acquire the Interests.

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(d) Restrictions on Transfer. The Company understands that the Interests have not been registered under the Securities Act of 1933, as amended or any state securities laws, and under such laws, may not be resold or transferred by the Company without appropriate registration or the availability of an exemption from such requirements.

5. Acquisition of Six Degrees Patent. If the Company, directly or indirectly, acquires sole ownership of the Six Degrees Patent (whether by purchase of all other membership units of Degrees LLC or otherwise), then:

(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 Hoffman 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 Hoffman 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 Hoffman 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 Hoffman 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 Hoffman on terms no less favorable to Hoffman 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.

6. Further Assurances. Subsequent to the execution and delivery of this Agreement and without any additional consideration, each party hereto, at the written request of the other party hereto, will execute and deliver any further legal instruments, and take all such other actions, which are or may become reasonably necessary or helpful to effectuate the purposes of this Agreement.

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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.

8. Entire Agreement. This Agreement constitutes and contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior and contemporaneous negotiations, correspondences, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.

9. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in PDF format shall be sufficient to bind the parties to the terms and conditions of this Agreement.

10. Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto shall use their reasonable best efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

11. Specific Performance. The parties hereto hereby acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each of the parties hereto, in addition to any other available rights or remedies, shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, and each party hereto hereby expressly waives the defense that a remedy in damages will be adequate.

12. Assignment; Successors. The rights and obligations of Hoffman under this Agreement may not be assigned or delegated, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company. Subject to the immediately preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

13. Amendment; Waiver. No term or provision of this Agreement may be amended or waived except in writing signed by the party against whom enforcement of such amendment or waiver is sought.

[Remainder of Page Intentionally Left Blank]

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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/ Daniel Nye



Name:



Title:

REID HOFFMAN, in his individual capacity

(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:



Name:

Title:

REID HOFFMAN, in his individual capacity

/s/ Reid Hoffman

(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/ Reid Hoffman

Reid Hoffman

EXHIBIT B

FORM OF CONSENT OF SPOUSE

I, the spouse of Reid Hoffman, 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, Reid Hoffman, 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/ Michelle J. Yee				6/13/08
(Signature)				(Date)

Michelle J. Yee
(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 Reid Hoffman 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/ Mark Pincus	/s/ Reid Hoffman
Name:	Mark Pincus	REID HOFFMAN
Title:	Chairman

Dated:	June 13, 2008	Dated: June 13, 2008

DEGREES OF CONNECTION LLC

LINKEDIN CORPORATION

By:

Tribe Networks, Inc., its Member

By:

/s/ Mark Pincus

By:

Name:

Mark Pincus

Name:

Daniel Nye

Title:

Chairman

Title:

Chief Executive Officer

Dated:

June 13, 2008

By:

/s/ Reid Hoffman

Reid Hoffman, 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”).


TRIBE NETWORKS, INC.

By:
Name:	Mark Pincus	REID HOFFMAN
Title:	Chairman

Dated:	June , 2008


DEGREES OF CONNECTION LLC			LINKEDIN CORPORATION

By:	Tribe Networks, Inc., its Member

	By:		By:	/s/ Daniel Nye
	Name:	Mark Pincus	Name:	Daniel Nye
	Title:	Chairman	Title:	Chief Executive Officer

	Dated:	June , 2008

By:
	Reid Hoffman, 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 Reid Hoffman 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/ Mark Pincus	/s/ Reid Hoffman
Name:	Mark Pincus	REID HOFFMAN
Title:	Chairman

Dated: June 13, 2008		Dated: June 13, 2008

EX-10.13 12 dex1013.htm MASTER SERVICES AGREEMENT Master Services Agreement

Exhibit 10.13

MASTER SERVICES AGREEMENT

This Master Service Agreement (“Agreement”) is entered into on February 27, 2008 (“MSA Effective Date”) by and between Equinix Operating Co., Inc. (“Equinix”) and the undersigned customer (“Customer”), and includes the following exhibits:

Exhibit A - Confidentiality Provisions;

Exhibit B - Sublicensing Provisions;

Exhibit C - Service Levels; and

Exhibit D - IBX Center Policies - US

Capitalized terms used herein but not otherwise defined will have the meaning ascribed to them In Section 10.

Services.

Subject to the terms and conditions set forth in this Agreement, Equinix will provide the Services to Customer.

Ordering.

(a) Customer may request Services during the Term by (i) executing a statement of work prepared by Equinix (“SOW”), (ii) placing an online order via the Customer Care Website (“Online Order”), or (iii) placing a phone order (“Phone Order”). SOWs, Online Orders and Phone Orders may also be collectively referred to as “Orders”. SOWs will not be effective unless signed by both Parties. Online Orders and Phone Orders do not need to be signed by both Parties to be effective, but they will only be effective if Equinix accepts the Online Order or Phone Order in accordance with Equinix’s then-current ordering procedures or Equinix begins providing the Service ordered in the Online Order or Phone Order. Customer and Equinix may execute multiple Orders under this Agreement and all Orders will be governed by the terms and conditions of this Agreement. Each additional Order will supplement rather than replace the prior Orders, unless otherwise stated by the Parties in writing. If Customer requests a change to an existing Order, Equinix will prepare a change order (“Change Order”) which will be effective when signed by the Parties or when Equinix sends an Order Confirmation. Change Orders will amend existing Orders but will not replace them, unless otherwise agreed to by the Parties in writing. Equinix has no obligation to execute, or to

amend, any Order, including any Change Order, with Customer.

(b) Equinix will provide Customer with an account and password to access the Customer Care Website. Customer is responsible for maintaining the confidentiality of its account and password and for restricting and granting access thereto. Notwithstanding anything in this Agreement to the contrary, Customer is responsible and liable for all activities that occur under Customer’s account (including all payments owed for any Orders that are placed under Customer’s account), regardless of whether such activities are conducted by Customer, a Sublicensee or any other third party, and regardless of whether such Orders are authorized by Customer. Equinix does not have any obligation to verify that anyone using Customers account and password has Customers authorization.

Payment Terms and Taxes.

(a) Unless otherwise agreed between the Parties in writing, Service Fees for the Services will begin to accrue on the Billing Commencement Date. Equinix will invoice Customer for the Services on a monthly basis (partial months will be billed on a pro rata basis based on a thirty (30) day month) and Customer will pay for the Services in accordance with this Section 3. Customer will pay in full all invoices from Equinix within thirty (30) days of receipt of invoice. For purposes of this section, receipt shall be presumed to occur five (5) days after mailing, if sent via regular mail, two (2) days if sent via overnight courier and one (1) day if sent via electronic mail. Any past due amounts owed by Customer will accrue interest at the lesser of one and a half percent (1.5%) per month or the highest rate permitted by applicable law. Unless otherwise stated in the Order, all invoices will be paid in U.S. Dollars. Unless otherwise agreed to by the parties in writing. Equinix will invoice in advance each month for all recurring Services (except for the first partial month, if applicable, of recurring Services).

(b) The Service Fees for Services ordered through SOWs will be listed on the SOWs. For Online Orders and Phone Orders, the Service Fees will be Equinix’s then-current list price for such Services, unless otherwise agreed to by the Parties in writing or in an Order Confirmation. Customer agrees to pay for each Service for the duration of the applicable Order.

Notwithstanding anything in this Agreement to the contrary, upon sixty (60) days prior notice to Customer, Equinix may in its reasonable discretion change the rates and fees for any and all Services at any time(s) after twelve (12) months from the effective date of the applicable SOW for such Service, unless otherwise agreed to by the Parties in writing. For purposes of the prior sentence, in the case of each Online Order and Phone Order, the “applicable SOW” shall mean the SOW which contains the Licensed Space in which the Services ordered on such Online Order or Phone Order are installed.

(c) Equinix is not responsible or in any way liable for any Taxes or third-party charges related to the activities, or the ownership or operation of the equipment (including Customer’s Equipment), of any of the following: Customer’s Authorized Persons, Accompanying Persons, and Associated Entitles, at any IBX Center, or attributable to, any IBX Center. Without limiting the foregoing, Customer will be responsible for paying any and all Taxes separately imposed, levied or assessed against Customer by, and preparing and filing any necessary return with, any governmental, quasi-governmental or tax authorities by the date such payments and returns are due. In no event will Customer’s Equipment be construed to be fixtures. Service Fees are exclusive of any Taxes imposed on Service Fees. Customer will be responsible for paying any Taxes imposed on Service Fees at the same time it pays the Service Fees. Customer will be responsible for timely paying in full all Taxes.

(d) In the event that Customer’s account is past due two (2) or more times in any twelve (12) month period, Equinix may charge Customer a deposit equal to one (1) month of the recurring Service Fees that are billable at the time such deposit is charged (the “Deposit”). The Deposit shall be held by Equinix and returned or credited to Customer, without interest, upon termination of this Agreement if Customer so requests in writing at that time. In the event of breach of this Agreement by Customer, Equinix shall, without limiting its remedies otherwise available, have the right to apply the Deposit to the damages suffered by Equinix as a result of such breach.

(e) If Customer wishes to dispute a charge listed on an Equinix invoice to Customer (a “Disputed Amount”), Customer must submit a written dispute notice that includes reasonably sufficient supporting documentation within ninety (90) days of receipt of the initial invoice on which the Disputed Amount appears. If Customer

does not submit such written dispute notice and reasonably sufficient supporting documentation to Equinix within such ninety (90) day period, then notwithstanding anything in this Agreement to the contrary, Customer waives all rights to dispute such Disputed Amount and to file a claim of any kind relating to such Disputed Amount (and Customer also waives all rights to otherwise claim that it does not owe such Disputed Amount or to seek any set-offs or reimbursements or other amounts of any kind based upon or relating to such Disputed Amount).

4. Access and Use of the IBX Centers, and Use of Customer’s Equipment.

(a) Subject to the terms and conditions of the Agreement, Customer will have access to the Licensed Space twenty-four (24) hours per day, three hundred sixty-five (365) days per year.

(b) Unless otherwise expressly provided in an Order (and then only to the extent otherwise expressly provided therein), Customer will be responsible for configuring, providing, placing, installing, upgrading, adding, maintaining, repairing, and operating Customer’s Equipment, which actions Customer may engage in only to the extent permitted by, and subject to, the terms and conditions of this Agreement. Customer represents, warrants and covenants that it has obtained and will maintain throughout the Term the legal right and authority (including regulatory consents) to operate, configure, provide, place, install, upgrade, add, maintain and repair Customer’s Equipment as contemplated by this Agreement. Without limiting the foregoing, Customer will obtain and maintain throughout the Term consent from Customer’s subcontractors, third party providers. vendors, Sublicensees and any other parties necessary to permit Equinix (including any contractors or others acting at Equinix’s request) to access Customer’s Equipment to provide the Services. Except as set forth in Section 5 (which is further limited by Section 8), Equinix will not have any responsibility for any loss or damage to Customer’s Equipment.

(c) Equinix and Customer will comply with the Policies, which as of the MSA Effective Date is dated October 10, 2005 and which we attached hereto as Exhibit D and incorporated by reference into this Agreement. Subject to the termination right expressly set forth in Section 8(c), Equinix may reasonably modify the Policies at any time(s), and any modification by Equinix to the Policies

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will be effective upon written notice to Customer, except modifications to the Shipping Policies, which will be effective immediately upon being made.

(d) Customer will be responsible and liable for all acts or omissions of Customer’s Authorized Persons, Accompanying Persons, and Associated Entities, and all such acts or omissions will be attributed to Customer for at purposes under this Agreement (to the same extent as if Customer had committed the act or omission), including for purposes of determining responsibility, liability and indemnification obligations. Equinix will be responsible and liable for all acts or omissions of its employees, contractors and Affiliates that perform Equinix’s obligations pursuant to this Agreement and all such acts or omissions will be attributed to Equinix for all purposes under this Agreement (to the same extent as if Equinix had committed the act or omission), including for purposes of determining responsibility liability and indemnification obligations.

(e) Customer will not file a mechanic’s lien or similar lien on the Licensed Space or IBX Centers, and Customer will be responsible for any mechanic’s lien or similar lien filed by any Authorized Person, Accompanying Person or Associated Entity. Without limiting the foregoing, in the event any such lien is filed, Customer will be responsible for the immediate satisfaction, payment or bonding of any such lien.

Indemnification.

(a) Equinix will indemnify, defend and hold harmless the Customer Parties from any and all liability, damages, costs and expenses (including reasonable attorneys’ fees and expenses) for claims brought by third parties for personal injury or damage to tangible property resulting from the gross negligence or willful misconduct of Equinix.

(b) Customer will indemnify, defend and hold haunters the Equinix Parties from any and all liability, damages, costs and expenses (including reasonable attorneys’ fees and expenses) for (i) claims brought by third parties for personal injury or damage to tangible property resulting from the gross negligence or willful misconduct of Customer, (ii) any claim by any of Customer’s Authorized Persons, Accompanying Persons or Associated Entities or any employee of Customer other than a claim based on the gross negligence or willful misconduct of Equinix, (iii) any

claim relating to, or arising out of, Customer’s, or any of its customers’, services, equipment (including Customer’s Equipment) or Customer’s use of the Services provided under this Agreement (including claims relating to interruptions, suspensions, failures, defects, delays, impairments or inadequacies in any of the aforementioned services, including the Services from Equinix); provided that this Section 5(b)(iii) does not excuse Equinix from any liability to Customer for direct damages arising from the Services (including claims relating to interruptions, suspensions, failures, defects, delays, impairments or inadequacies in any of the aforementioned services, including the Services from Equinix), as provided for in this Agreement and (iv) any third-party claim resulting from Customer’s failure to obtain or maintain the required consents pursuant to Section 4(b).

(c) Through counsel of its own choosing, the indemnified party has the right to participate in (but not control the defense of) any proceeding in which it is being indemnified under this Agreement but in such event the indemnified party will be solely responsible for paying the legal fees and expenses for its own counsel. The indemnifying party will, however, continue to be solely responsible for at other expenses relating to the action, including the legal fees and expenses of the counsel it selects to defend the claims. The indemnifying party shall not take any action, which unreasonably exposes the indemnified party to a risk of damages, which would not be covered by such indemnity, and may not settle any matter without the poor written consent of the indemnified party, which shall not be unreasonably withheld.

6. Warranty Disclaimer, Limitation of Liability, Credits.

(a) AS OF THE MSA EFFECTIVE DATE, EQUINIX WARRANTS AND REPRESENTS (I) THAT IT WILL PERFORM THE SERVICES AT A PROFESSIONAL LEVEL OF QUALITY AND IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS AND REGULATION; (II) OWNS OR HAS THE LEGAL RIGHT AND AUTHORITY TO PROVIDE THE SERVICES AS CONTEMPLATED BY THIS AGREEMENT, (III) THAT THE SERVICES DO NOT INFRINGE OR MISAPPROPRIATE ANY COPYRIGHT, PATENT, TRADE SECRET, MASK WORK OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY OR (IV) EQUINIX’S EXECUTION OF THIS AGREEMENT DOES NOT

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VIOLATE ANY APPLICABLE LAW OR AGREEMENT TO WHICH EQUINIX IS A PARTY.

(b) EQUINIX DOES NOT WARRANT THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. EQUINIX DOES NOT MAKE, AND EQUINIX HEREBY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES WITH REGARD TO THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, EQUINIX DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL EXPRESS WARRANTIES WITH REGARD TO THE SERVICES. ALL SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED OR PERFORMED ON AN “AS IS”, “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS SOLELY AT ITS OWN RISK.

(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EQUINIX OR CUSTOMER BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OF REVENUES, LOSS OF DATA, INTERRUPTION OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY OTHER TYPE OF DAMAGES OTHER THAN DIRECT DAMAGES.

(d) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCLUDING LIABILITY UNDER SECTION 5 AND DAMAGES ARISING FROM EQUINIX’S DISCLOSURE OF CUSTOMERS CONFIDENTIAL INFORMATION IN VIOLATION OF EXHIBIT A, EQUINIX’S TOTAL LIABILITY TO CUSTOMER IN THE AGGREGATE FOR THE ENTIRE TERM (AND REGARDLESS OF WHETHER THE CLAIMS ARE BROUGHT DURING OR AFTER THE TERM) WITH RESPECT TO ALL CLAIMS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ATTORNEY’S FEES) WILL NOT EXCEED THE AMOUNT ACTUALLY

PAID BY CUSTOMER TO EQUINIX FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE FIRST CLAIM BROUGHT BY CUSTOMER AGAINST EQUINIX RELATING TO THIS AGREEMENT AROSE. AS A FURTHER LIMITATION, EQUINIX’S MAXIMUM LIABILITY FOR ANY CLAIMS RELATING TO SERVICES OFFERED OR PROVIDED BY EQUINIX (I) FOR A NON-RECURRING CHARGE ONLY, OR (II) AS SMART HANDS SERVICES, SHALL NOT EXCEED THE AMOUNT OF THE SERVICE FEE FOR SUCH SERVICE PROVIDED ON THE OCCASION GIVING RISE TO THE CLAIM. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BUT EXCLUDING LIABILITY UNDER SECTION 5, SECTION (G) OF EXHIBIT 8, DAMAGES ARISING FROM CUSTOMER’S DISCLOSURE OF EQUINIX CONFIDENTIAL INFORMATION IN VIOLATION OF EXHIBIT A AND CUSTOMER’S OBLIGATION TO PAY CHARGES HEREUNDER, CUSTOMER’S TOTAL LIABILITY IN THE AGGREGATE FOR THE ENTIRE TERM (AND THEREAFTER IF ANY CLAIMS ARE BROUGHT AFTER THE TERM) FOR DAMAGES TO EQUINIX WITH RESPECT TO ANY AND ALL CLAIMS IN THE AGGREGATE AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT WILL BE LIMITED TO, AND WILL NOT EXCEED, THE RECURRING CHARGES ATTRIBUTABLE TO THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE MONTH IN WHICH THE FIRST CLAIM BROUGHT BY EQUINIX AGAINST CUSTOMER RELATING TO THIS AGREEMENT AROSE.

(e) THE LIMITATIONS SET FORTH IN SECTIONS 6(c)-(d) WILL APPLY TO ANY AND ALL CLAIMS AND CAUSES OF ACTION WHATSOEVER REGARDLESS OF WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY.

(f) Equinix and Customer each waive the right to bring any claim against the other Party arising or in any way relating to this Agreement more than one (1) year after the date this Agreement expires or is earlier terminated.

Insurance.

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(a) Equinix and Customer agree to maintain appropriate insurance, at its expense, during the entire time this Agreement is in effect, which at a minimum shall consist of (i) Commercial General Liability Insurance in an amount not less than One Million U.S. Dollars ($1,000,000) or the local currency equivalent, per occurrence for bodily injury, death and property damage, which policy will include contractual liability coverage related to this Agreement (ii) Workers’ Compensation and employees liability insurance in an amount not less than that prescribed by applicable law; and (iii) umbrella or excess liability insurance with a combined single limit of no less than Two Million U.S. Dollar ($2,000,000) or the local currency equivalent. Prior to any use of the Licensed Space at an IBX Center (including, but not limited to, delivery of any of Customer’s Equipment to an IBX Center), Customer will furnish Equinix with certificates of insurance that evidence the minimum levels of insurance set forth herein and which name Equinix and Equinix’s landlord as additional insureds (but the insurance must only name Equinix’s landlord as en additional insured if Equinix so requests). In addition, Customer will notify Equinix of any non-renewal, cancellation, reduction in policy limit or other material change in Customer’s coverage at least forty-five (45) days prior to such change in coverage.

(b) Customer will cause and ensure that each insurance policy referred to in Section 7(a), will provide that the insures waive all claims and rights of recovery by subrogation against the Equinix Parties in connection with any liability or damage covered by Customers insurance Policies. As to any property insurance carried by Equinix on the IBX Centers where any of the Licensed Space is located, Equinix will obtain a waiver of subrogation in favor of Customer.

8. Term of Agreement, Suspension of Service, Termination, and Removal of Customer’s Equipment.

(a) This Agreement will commence on the MSA Effective Date and, unless terminated earlier in accordance with this Agreement, will terminate on the date the last Order then in effect expires or is terminated. Either Party may terminate this Agreement by giving written notice of termination to the other Party if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice. If the breach (other than where Customer has failed to pay Service Fees owed) cannot be cured within

thirty (30) days, the breaching Party shall be given a reasonable period of time, but not to exceed sixty (50) days, to cure the breach, provided that the breaching Party acts promptly and diligently to are such breach. Equinix may also terminate this Agreement if (i) it exercises any of its rights under Section 8(b) three (3) or more times during any twelve (12) month period or (ii) Customer’s breach referenced in Section 8(b) (ii) continues for at least ten (10) days without reasonable efforts to cure. Notwithstanding anything in this Section 8(a) to the contrary, except where Customer has failed to timely cure a monetary breach, if Customer has Licensed Space in more than one IBX Center, and a Party fails to timely cure a material breach as to fewer than all such IBX Centers, then the non-breaching Party may only terminate the Orders for Services in the IBX Center(s) where the material breach has not been timely cured, and this Agreement and all other Orders will remain in full force and effect as to Of other IBX Centers.

(b) Equinix may suspend the provision of Services, including discontinuing the supply of power and denying access to the IBX Center, if (i) Customer fails to cure any monetary breach of this Agreement (e.g. fails to pay any amounts owed) within ten (10) business days of notice of the same (or within five (5) business days of notice of the same in the event Customer’s account is past due on two (2) or more occasions during a six (6) month period); (ii) Customer breaches any provision of this Agreement that in Equinix reasonable judgment materially interferes with Equinix operation or maintenance of the IBX Center or with one or more of its other customers’ use thereof, and Customer fails to cure such breach within one (1) hour of being notified (to Customer provided designated primary, secondary, and tertiary contacts either via phone or email, at the option of Equinix as to which form of notification) of the same; or (iii) Customer breaches any provision of this Agreement that in Equinix reasonable judgment has the potential to materially interfere with Equinix’s operation or maintenance of the IBX Center or with one or more of its other customers’ use thereof and Customer fails to cure such breach within forty-eight (48) hours of being notified (either by fax, e-mail or phone call, at the option of Equinix as to which form of notification) of the same. If Equine suspends a Service pursuant to this Section 8(b), unless Equinix has subsequently terminated this Agreement as permitted under this Agreement, Equinix will resume the discontinued Service within twenty-four (24) hours

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after it is reasonably satisfied that Customer has cured the breaches) which gave rise to the suspension, and Equinix may charge a reinstatement fee equal to the direct out-of-pocket expenses incurred by Equinix to discontinue and to then resume the Service.

(c) Equinix may terminate this Agreement as to any affected Licensed Space or IBX Center if any portion of the IBX Center in which the affected Licensed Space is located becomes subject to a condemnation proceeding or is condemned, Equinix’s possession is otherwise terminated or abated, or Equinix cannot provide Customer with access to the affected Licensed Space as contemplated herein for a period exceeding thirty (30) days. Customer may terminate this Agreement as to a Licensed Space if Equinix modifies the Policies in a way that materially adversely affects Customer’s use of the Services in such Licensed Space, but only if Customer provides written notification that it wishes to terminate this Agreement within thirty (30) days after Customer receives notification of such change in the Policies.

(d) Upon expiration or termination of this Agreement, or an Order (or any portion thereof), all rights of Customer with respect to the Licensed Space (or the affected portion thereof) (“Terminated Space”), will terminate, and Customer we promptly remove all of Customer’s Equipment and other tangible items of any kind belonging to Customer, Customers Authorized Persons, Accompanying Persons and/or Associated Entities located in such Terminated Space, but not any whip, cable or other equipment or property owned, leased or licensed by Equinix. If Customer fells to remove any such property (including Customers Equipment) in accordance with this Section 8(d), Equinix will be entitled to pursue all available legal remedies against Customer, including (i) immediately removing any or all such property and storing it at Customer’s expense at an on-site or off-site location; (ii) shipping such property to the address set forth at the end of this Agreement at Customer’s risk and expense; or (iii) liquidating such property in any commercially reasonable manner and charging Customer for all costs associated with the liquidation if Equinix provides thirty (30) days’ prior notice to Customer.

(e) While Customer has no right to use the Services provided under an Order after the end of the term of such Order, if Customer does so, Customer will be obligated to pay for such Services pursuant to the terms and conditions of this Agreement and any such Order, and any such Order

will continue in effect for as long as the Services are used by Customer. Notwithstanding the foregoing, in such event any such Order will be terminable at will by Equinix effective immediately upon notice to Customer. In addition, notwithstanding anything in this Agreement to the contrary, if this Agreement would have otherwise terminated prior to Customer’s cessation of its use of the Services, this Agreement will continue in effect for as long as the Services we used by Customer, but this Agreement we be terminable at will by Equinix effective immediately upon notice to Customer.

(f) Neither Party will be liable to the other Party for properly terminating this Agreement or any portion thereof in accordance with its terms, but Customer will be liable to Equinix for any amounts owed prior to the effective date of termination.

(g) Notwithstanding anything in this Agreement (including in any Order) to the contrary, under no circumstances will any Order survive the expiration or earlier termination of this Agreement, and under no circumstances will any Order pertaining to an IBX Center survive the termination of this Agreement as to that IBX Center. Equinix will not have any obligation to provide any Services of the expiration or earlier termination of this Agreement, and Equinix will not have any obligation to provide any Services at an IBX Center after the expiration or earlier termination of this Agreement as to such IBX Center.

(h) Customer or Equinix may terminate this Agreement immediately by giving written notice of termination to the other Party if such other party becomes the subject of a voluntary petition in bankruptcy or the other Party liquidates, ceases to do business or becomes insolvent (which for clarification purposes, insolvent shall mean a Party’s inability to pay its debts as the become due).

(i) In the event that Customer terminates this Agreement due to Equinix’s material breach, Customer may, in Customer’s termination notice, designate an effective date of termination that is no later than two (2) months after the end of the thirty (30) day cure period (the “Transition Period”), and each Party shall be bound by all terms and conditions of this Agreement until such effective dale of termination. During the Transition Period, Customer seal have the right to continue to receive Services pursuant to the terms and conditions (including the obligation to pay charges for the Services) of this Agreement and to use

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the Smart Hands Service at Equinix’s then-current published list rates and shall continue to pay for the Services until the end of the Transition Period.

(j) In the event Customer terminates this Agreement pursuant to Sections 4(c), 8(a) or 8(c) and Customer is not in breach of the Agreement, Equinix shall (i) refund to Customer any amounts that have been paid in advance by Customer for Services that Customer has not received as of the effective date of such termination including any credited amounts for Services that Customer has not received as of the date of such termination and (ii) Customer shall be released from any and all further payment obligations that would have arisen after the termination date if the Agreement had not been terminated. The foregoing does not limit Equinix’s ability to pursue its rights under this Agreement for Customer’s breach.

Miscellaneous.

(a) Notice. Except where otherwise expressly stated in the Agreement (e.g., 8(b)(ii) and (iii)), (and regardless of whether certain provisions in this Agreement expressly require written notice, consent or approval) all notices, consents, or approvals required by this Agreement will only be effective if in writing and sent by (i) certified or registered mail, postage prepaid; (ii) overnight delivery requiring a signature upon receipt (iii) delivery by hand; or (iv) facsimile or electronic mail (promptly confirmed by certified or registered mail or overnight delivery), to the Parties at the respective street addresses, facsimile numbers, or electronic mail addresses set forth at the end of this Agreement or such other addresses or facsimile numbers as may be designated in writing by the respective Parties. Notices, consents and approvals will be deemed effective on the date of receipt. Notwithstanding anything to the contrary in this Agreement, notices sent by Equinix pursuant to Sections 3(b), 3(c) and 4(c) may be sent by first class US mail, and receipt of such notices shall be presumed to occur five (5) days after mailing.

(b) Governing Law; Forum; Attorney’s Fees. This Agreement will be governed in all respects by the internal laws of the State of California without regard to its conflict of laws provisions. The Parties irrevocably agree to the exclusive jurisdiction of the courts of San Francisco, California. If any legal action is brought by either Party arising from, or related to, the subject matter of this

Agreement, the prevailing Party will be entitled to an award of its reasonable attorneys’ fees and costs.

(c) Entire Agreement. This Agreement the exhibits, the Policies then in effect, and all Orders executed at any time during the Term, as of which are incorporated herein by reference into this Agreement, constitute the complete and entire agreement between the Parties with respect to the subject matter hereof, and supersede and replace any and all prior or contemporaneous discussions, negotiations. proposals. understandings and agreements, written and oral, regarding such subject matter, as well as any industry custom. This Agreement will be effective only when signed by each Party. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement may be amended only in writing by an instrument signed by each Party. For the avoidance of doubt, the prior sentence is not meant to prohibit the Order procedure described in Section 2 or prohibit Equinix from modifying the rates and fees or the Policies pursuant to Sections 3(b) and 4(c), respectively.

(d) Construction. Each Party acknowledges and agrees that it has reviewed, and has had an opportunity to have reviewed, the Agreement (including the exhibits and the Policies), and it is the Parties’ intent that this Agreement will not be construed against any Party. The section headings and captions throughout this Agreement are for convenience and reference only, and will not be used to construe this Agreement. If any provision of the Agreement, as applied to any Party or to arty circumstances, is adjudged by a court to be invalid, illegal or unenforceable, the same will not affect the validity, legality, or enforceability of the portion of the provision, if any, that is not invalid, illegal or unenforceable, the application of such provision in any other circumstances, or the validity, legally, or enforceability of any other provision of this Agreement. All terms and conditions of this Agreement will be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary, the court in any action between the Parties is requested to reform any and all terms or conditions to give them as much effect as possible.

(e) Survival. Sections 4(b), 5, 6, 8, 9(d), (e), (h), (j), Exhibit A, and Section (g) of Exhibit B will survive the termination of this

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Agreement, but Exhibit A will only survive for three (3) years after the end of the Term. In addition, all provisions of this Agreement that can only be given proper effect if they survive the termination of this Agreement will survive the termination of this Agreement. This Agreement will be valid as to any obligation incurred prior to termination of this Agreement, including any Service Fees awed by Customer.

(f) License. This Agreement, and the rights of Customer hereunder, are, without any further action by any Party, subject and subordinate to the leases for the IBX Centers and all superior instruments to such leases (including, without limitation, mortgages or ground leases for the IBX Centers). This Agreement is a services agreement and is not intended to and will not constitute a lease of any real or personal property. Customer acknowledges and agrees that (i) it has been granted only a license (“License”) to use the Licensed Space in accordance with this Agreement; (ii) Customer has not been granted any real property interest under this Agreement; and (iii) Customer has no rights as a tenant or otherwise under any real property or landlord/tenant laws, regulations, or ordinances. Equinix hereby reserves, with respect to the IBX Centers, all rights not specifically granted to Customer in this Agreement including, without limitation, the right (i) of access to and use of the IBX Centers for its own use or the use of others; (ii) to grant additional licenses to other persons or co-location customers for the use of portions of the IBX Centers; and (iii) to exercise or grant other rights not inconsistent with the rights granted in this Agreement. Unless otherwise expressly agreed to by the Parties in writing, Equinix will retain title to all parts and materials used or provided by Equinix or third parties acting on Equinix’s behalf in the performance and/or furnishing of the Services.

(g) Equinix Affiliates Independent Contractors; Assignment. Equinix may permit any other Equinix Affiliate, or any independent contractor or other third party, to perform any of Equinix’s obligations hereunder, and Equinix may assign this Agreement to any person or entity at any time. Customer may assign this Agreement without Equinix prior consent (in which event Customer must provide Equinix with written notice of the assignment) only where the party to whom the Agreement is assigned by Customer is either an Affiliate of Customer, or is acquiring all or substantially all of Customer’s business or assets,

including through merger. This Agreement will be binding upon and inure to the benefit of all successors and permitted assigns of Equinix and Customer, who will be bound by all of the obligations of their predecessors or assignors. Except as set forth in Exhibit B of this Agreement with respect to sublicensing only, and this Section 9(g) with respect to an assignment of the entire Agreement under the conditions specified above only, Customer wit not assign, delegate, transfer or sublicense all or any part of the Licensed Space.

(h) Force Majeure. Neither party will be responsible or in any way liable to the other party, and neither party will have any termination or other rights, arising out of or relating to any failure by the other party to perform or any hindrance in the performance of its obligations under this Agreement if such failure or hindrance is caused by events or circumstance; beyond such nonperforming Party’s control, including acts of God, war, labor strike, terrorist act, fire, flood, earthquake, any law, order, regulation or other action of any governing authority or agency thereof, or failure of the internet, (each a “Force Majeure Event”). In the event a Force Majeure Event prevents Equinix from providing any Service, Customer’s obligation to pay the Service Fees for such Service affected by the Force Majeure Event shall abate during the time period the Force Majeure event excuses Equinix performance hereunder. Notwithstanding the foregoing, if Customer is unable to pay amounts owed under this Agreement due to a Force Majeure event, Equinix shall not be required to provide Services until Customer remits payment

(i) Conflicts. All Orders are at all times subject to all of the terms and conditions of this Agreement. In the event of a conflict between the body of this Agreement and an Order, the body of this Agreement will control, unless the body of this Agreement, or the Order in writing, states that the confirming term in the Order controls. In the event of a conflict between (1) the Policies and (2) either the body of this Agreement or any Order, the body of this Agreement or any Order will control.

(j) General. Except where otherwise expressly stated herein, and subject to the limitations set forth in Section 6, the rights and remedies provided for herein are cumulative and not exclusive of any rights or remedies that a Party would otherwise have.

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Each Party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each Party under this Agreement and in the decision by each Party to enter into this Agreement.

Equinix and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joist venture, employment, franchise or agency between Equinix and Customer. Neither Equinix nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

The Parties agree that there will be no third party beneficiaries to this Agreement, including, but not limited to, any Accompanying Person, Associated Entity (which includes any Sublicensee), Authorized Person, end user, customer or the insurance providers for either Party.

No Party’s directors, officers or employees will have any liability to any other Party with respect to this Agreement Except as may be specifically otherwise consented to in writing by an Affiliate of a Party (and none of the other terms of this Agreement shall be deemed to constitute such consent), no Party’s Affiliates will have any liability to any other Party with respect to this Agreement, including with respect to any Orders.

No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.

10.

Definitions.

Accompanying Person: Each person (other than an employee of Equinix) who is accompanied by an Authorized Person while at an IBX Center.

Affiliate: As to a party, means any entity controlling, controlled by, or under common control with such party, where the term ‘cantor and its correlative meanings, “controlling,” “controlled by,” and “under common control with,” means the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the aggregate of ell voting equity interests in an entity. Without

limiting the foregoing, but in addition thereto, any Affiliate of, or subsidiary of, Equinix, Inc. shall be deemed to be an Affiliate of Equinix.

Associated Entity: Each individual, company, partnership or other entity of any type which employs, contracts with, or is otherwise associated or affiliated with any of Customer’s Authorized Persons or Accompanying Persons. Without limiting the foregoing definition, each Sublicensee that has sublicensed Sublicensed Space at an IBX Center will be an Associated Entity at such IBX Center.

Authorized Person: Each person who is then included in the most recent list of Authorized Persons given to Equinix by Customer in accordance with the Policies.

Billing Commencement Date: For a Service ordered in a SOW — the date designated in the SOW as the Billing Commencement Date. For a Service ordered In an Online Order or Phone Order — the date Equinix begins providing the Service to Customer, unless otherwise agreed to by the Parties in the Order.

Cross-Connect: A physical or wireless interconnection within an IBX Center that (i) exits Customer’s cage or (ii) connects Customer to another Equinix customer.

Customer Care Website: The customer care website accessible via the Internet at a location designated by Equinix, which it has the right to change from time to time.

Customer Cross-Connect: A physical interconnection, including cable, connections, and other wiring, that (i) does not exit Customer’s cage, (ii) does not connect Customer to another Equinix customer, and (iii) interconnects (a) Equipment belonging to the Customer or (b) POD Equipment that is provided by Equinix and that is in Customer’s cage with Customer’s Equipment

Customer’s Equipment: All network and/or computer equipment (including wiring and Customer Cross-Connects between such equipment and Customer’s POD Equipment) that is located in the Licensed Space, regardless of whether such equipment is owned, leased, licensed or otherwise obtained for use by Customer, Customer’s Authorized Persons, Accompanying Persons or Associated Entities (but this does not include Cross-Connects or POD Equipment that is provided by Equinix and that is located in Customer’s Licensed Space).

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Customer Parties: Customer and the Affiliates, owners, officers, directors, employees, and agents of Customer or of the Affiliates of Customer.

Equinix Parties: Equinix and the Affiliates, owners, officers, directors, employees, and agents of Equinix or of the Affiliates of Equinix.

IBX Centers: The Internet Business Exchange Centers in which Customer licenses Licensed Space or receives Services from Equinix pursuant to an Order.

Licensed Space: The areas licensed by Customer under this Agreement and the Orders and as identified in the Orders as to the amount of space. For each Licensed Space, Equinix will determine at all times during the Term the exact location in the IBX Centers where the Licensed Space will be located, and Equinix will notify Customer accordingly.

Order Confirmation: A document sent by Equinix that confirms, among other things, the Services, the quantity of such Services, and the prices of such Services. Not all Online Orders or Phone Orders require Order Confirmations, and Equinix will determine at all time(s) which Online Orders or Phone Orders require Order Confirmations to be effective.

Parties: Customer and Equinix.

Party: Customer or Equinix.

POD Equipment: The (i) patch panels, DSX panels for category 5 twisted pair, co-axial, single and multi-mode fiber, or (ii) other appropriate (as reasonably determined by Equinix) point of demarcation equipment

Policies: The procedures, rules, regulations, security practices and policies adopted by Equinix that are then in effect for the IBX Centers, and as they may be amended from time to time by Equinix.

Services: All services, goods and other offerings of any kind requested under an Order agreed to by Equinix, and to be provided by Equinix to Customer pursuant to this Agreement.

Service Fees: Charges and fees for Services charged to Customer by Equinix pursuant to this Agreement.

Shipping Policies: The portion of the Policies entitled Shipping Policies.

Smart Hands Services: Services that are defined as Smart Hand Services under the then current Policies.

Sublicensed Space: The portion of the Licensed Space sublicensed to a Sublicensee by Customer pursuant to the terms of this Agreement.

Sublicensee: A customer of Customer or other third party who sublicenses all or part of the Licensed Space from Customer.

Taxes: Sales, use, transfer, privilege, excise, VAT, GST, consumption tax, and other similar taxes and duties, whether foreign, national, state or local, however designated, now in force or enacted in the future, which are levied or imposed by reason of the performance by Equinix or Customer under this Agreement or by Customer with respect to its operations and use of the Services, but excluding taxes on Equinix’s net income.

Term: The term of this Agreement as determined in accordance with Section 8(a) of this Agreement.

This Master Service Agreement has been entered into between the Parties of the MSA Effective Date.

Customer to complete:

The person signing below hereby warrants and represents that he or she has full authority to execute this Agreement for the Party on whose behalf he or she is signing.


Customer Name:		LinkedIn Corporation
		Corporate Legal Name)



Authorized signature:		/s/ Daniel Nye



Printed Name:		Daniel Nye



Title:		CEO



Street address for notices:

Equinix to complete:

The person signing below hereby warrants and represents that he or she has full authority to execute this Agreement for the Party on whose behalf he or she is signing.


Authorized Signature:		/s/ Heidi B. Caparro



Printed Name:		Heidi B. Caparro



Title:		Sr. Contract Manager



Street address for notices:

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2029 Stierlin Ct., Suite 200
Mountain View, CA 94043

Phone:		+1.650.687.3600



Facsimile number:		+1 650.687-0505



Electronic mail address:		legal@linkedin.com


291 Velocity Way, 8^th Floor


Foster City, California 94404, USA

Phone:		+1 650-513-7000



Facsimile number:		+1 650-513-1857



Electronic mail address:		soprocessing@Equinix.com

Exhibit 10.13

Exhibit A

Confidentiality Provisions

The following provisions apply with respect to the treatment of confidential information disclosed by the Parties hereto. All capitalized terms not defined in this exhibit will have the respective meanings specified in the Master Service Agreement to which this Exhibit A is attached and incorporated by reference.

a. Except as expressly permitted in this Exhibit A, no Party will, without the prior written consent of the other Party, disclose any Confidential Information of the other Party to any third party. Information will be considered Confidential Information of a Party if it is (a) identified, with in writing or orally, as confidential at the time of disclosure; and (b) it contains the disclosing Party s customer lists, customer information, technical information, pricing information, pricing methodologies, financial position, trade secrets, customer communications or proposals, benchmarking information, satisfaction surveys, or information regarding the disclosing Party’s business planning or booklets operations. In addition, notwithstanding anything In this Agreement to the contrary, (i) the terms of this Agreement will be deemed Confidential Information of each Party; and (ii) the design of the IBX Centers, the Services provided and equipment used at the IBX Centers and the configuration, interconnection, switching and routing of telecommunication cables, networks end services at the IBX Centers will be Considered Confidential Information of Equinix.

b. Other then the terms and conditions of this Agreement, information will not be deemed Confidential information hereunder if such information (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party.

c. Each Party will secure and protect the Confidential Information of the other Party (including, without limitation, the terms of this Agreement) in a manner consistent with

the steps taken to protect its own trade secrets and confidential information, but not less than a reasonable degree of care. Each Party may disclose the other Party’s Confidential Information where (i) the disclosure is required by applicable law or regulation or by an order of a court or other governmental body teeing jurisdiction after giving reasonable notice to the other Party with adequate erne for such other Party to seek a protective order; (ii) if in the opinion of counsel for such Party, disclosure is advisable under any applicable securities laws regarding public disclosure of business information; or (iii) the disclosure is reasonably necessary and is to that Party’s, or its Affiliates’, employees, officers, directors, attorneys, accountants and other advisors, or the disclosure is otherwise necessary for a Party to exercise its rights and perform its obligations under this Agreement, so long as in all cases referenced in the causes above the disclosure is no broader than necessary and the person or entity who receives the disclosure agrees prior to receiving the disclosure to keep the information confidential. Each Party is responsible for ensuring that any Confidential Information of the other Party that the first Party discloses pursuant to this Exhibit A (other than disclosure pursuant to clauses (i) and (ii) above that cannot be kept confidential by the first Party) is kept confidential by the person receiving the disclosure to the same extent that the receiving Party must keep the information confidential.

d. Neither Customer nor Equinix grants the other the right to use its trademarks, service marks, trade names, togas, copyrights, or other intellectual property rights or other designations in any promotion, publication, or press release without the prior written consent of the other Party in each case. Notwithstanding the restrictions set forth in this Exhibit A during the Term, (i) Equinix may issue a press release announcing Customer’s entry into the IBX Centers without obtaining Customer’s consent; and (ii) either Party may publicly refer to the other Party, orally and in writing, as a customer or vendor of services of or to the other Party, as the case may be, without obtaining consent from such other Party.

Exhibit 10.13

Exhibit B

Sublicensing Provisions

The following provisions apply with respect to any sublicense of Licensed Space (all capitalized terms herein having the respective meanings specified in the Master Service Agreement to which this Exhibit B is attached and incorporated by reference).

a. Customer may sublicense the Subleased Space to Sublicensees provided that (i) the terms and conditions of such Sublicense will be no less restrictive than this Agreement; (ii) Customer will not in its dealing with such Sublicensees act or purport to act on behalf of Equinix or landlords of Equals; (iii) Customer will require the Sublicensees to abide try the rules set forth in the Pads% (iv) the agreement between Customer and Sublicensee will provide that Sublicensee has no right to sublicense, delegate, assign or otherwise transfer its rights to use the Sublimated Space in any other person or entity without Equinix written consent, which consent may be withheld for any reason whatsoever or no reason. and without such consent any such sublicense, delegation, assignment or transfer will be null and void; and (v) Customer will cause all Sublicensees to agree in writing that in consideration for the sublicense, Sublicensees waive, to the maximum extent permitted under law, any and all claims of any and all types against Equinix and the landlords of Equinix, at all times, and that in no event will Equinix, or landlords of Equinix, have any Wilily to such Sublicensees, including liability to such Sublicensees for any damages whatsoever, including direct damages.

b. Notwithstanding anything in this Agreement to the contrary, Customer with remain responsible to Equinix for the performance of all of Customer’s obligations under this Agreement (including the payment of all amounts owed under this Agreement) and all other agreements between Equinix and Customer (“Related Agreements”). No sublicense agreement or arrangement between Customer and any Sublicensees will relieve Customer from any liability under this Agreement or any Related Agreements. Without limiting the foregoing, Customer is responsible for paying the Service Fees for all of the Licensed Space (including Sublicensed Space) and the charges for Services for, or relating to, any or all of the Licensed Space (including Sublicensed Space). In no event will Equinix be deemed to be providing any Services to any Sublicensee for, or relating to, the Sublicensed Space, as the provision of any such Services will be deemed to be to

Customer for all purposes under this Agreement. In addition, notwithstanding anything in this Agreement to the contrary, under no circumstances shall Equinix be deemed to have any obligations to any Sublicensee.

c. Customer must ensure that each and every sublicense agreement or other sublicense arrangement that Customer has with a Sublicensee does not have any terms and conditions that (i) are inconsistent with this Agreement, or (ii) seek to provide any Sublicensee with rights that Customer does not have under this Agreement. Without limiting the foregoing or any other restrictions on Sublicensees, no Sublicensee will have any right to use its Sublicensed Space in any manner that Customer is not permitted to use the Licensed Space, and Customer will ensure that its agreement with each Sublicensee will clearly indicate that Sublicensee does not have any right to use its Sublicensed Space in any manner that Customer is not permitted to use the Licensed Space.

d. Sublicensees do not have any rights, separate and apart from Customer’s rights, to access their Subleased Space. Accordingly, only Customer’s Authorized Persons at an IBX Center may access the Sublicensed Space of Sublicensees at such IBX Center. Furthermore, Equinix is not responsible for restricting a Sublicensee’s access to Customer’s Licensed Space located in a cage or suite to which that Sublicensee has access.

e. Notwithstanding anything in this Agreement to the contrary, a Sublicensee has no right to sublicense, delegate, assign or otherwise transfer its rights to use the Sublicensed Space to any other person or entity without Equinix’s written consent, which consent may be withheld for any reason whatsoever or no reason. Any such sublicense, delegation, assignment or transfer will be null and void.

f. If the Parties agree, Equinix and Customer will participate in a joint press announcement to announce when a Sublicensee sublicenses Sublicensed Space at an IBX Center.

g. Without limiting Customer’s indemnification obligations under Section 5, Customer will Indemnify and hold hornless the Equinix Parties from any and all liability, damages, costs and expenses (including reasonable attorneys’ fees and expenses) arising from or relating to (i) any claim from any person or entity, including any Sublicensee, arising from or

relating to any breach by Customer of any provision of this Exhibit B; (ii) any claim from any person or entity, including any Sublicensee, arising from or relating to any sublicense or Sublicensed Space; (iii) any claim by a customer, vendor, third-party provider or end-user of any Sublicensee, or any person or entity acting on behalf; or at the direction, of any Sublicensee relating to, or arising out of, a Sublicensee’s or any of its customers’ services, Customer’s or any of its customers’ services, or the Services provided under this Agreement (including claims relating to interruptions. suspensions, failures, defects, delays, impairments or inadequacies in any of the aforementioned services, including the Services from Equinix); and (iv) any claim by a Sublicensee to the extent that such claim, if sustained, would result in any greater obligation or liability of Equinix to such Sublicensee than Equinix has undertaken to Customer under this Agreement.

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Exhibit 10.13

Exhibit C

Service Levels

Power

If a cabinet containing functioning equipment (“Loaded Cabinet”) in Customer’s Licensed Spaces is powered by two (2) circuits from different power busses and both circuits experience a simultaneous interruption in electrical power, such that the Loaded Cabinet experiences an interruption in power (a “Power Outage”) then, subject to the exceptions, conditions and notifications below, Customer will be entitled to a credit under the following circumstances:

•

If the Power Outage lasts longer than fifteen (15) consecutive minutes, Customer shall be entitled to a credit equal to 1/30 of the monthly recurring fee for that Loaded Cabinet (including 1/30 of the monthly power fee and monthly cross-connect fee for that Loaded Cabinet) for the month following the month in which the Power Outage occurred, or,

•

If the Power Outage lasts for one (1) continuous hour or longer, Customer shall instead be entitled to a credit equal to 7/30 of the monthly recurring fee for that Loaded Cabinet for the month following the month in which the Power Outage occurred,

provided, however, that, notwithstanding the foregoing, for each of Customer’s Loaded Cabinet(s), in no event shall the maximum credit (i.e., the aggregate amount of the credits) to which Customer shall be entitled in any given calendar month exceed 7/30 of the monthly recurring fee for that Loaded Cabinet for the month in which the credit(s) will be applied (which is the month following the month in which the power Outage(s) occurred). For the avoidance of doubt, Customer shall not be entitled to a credit for any portion of the fees for the month in which the Power Outage(s) occurred.

IBX Facility Access

If any Authorized Person of Customer, who has scheduled an appointment at least twenty-four (24) hours in advance and who is a registered user of the biometric hand reader security system in the IBX in question (a “Registered, Advance Noticed, Authorized Person”), is denied access to Customer’s

cage (a “Denial of Access”), then subject to the exceptions, conditions and notifications below, Customer will be entitled to a credit under the following circumstances:

•

If the Denial of Access lasts for more than fifteen (15) consecutive minutes after Customer’s Registered, Advance Noticed, Authorized Person is cleared by the IBX Center security officer, Customer shall be entitled to a credit equal to 1/30 of the monthly recurring fee for the Access-Denied Loaded Cabinet(s) (defined below) for the month following the month in which the Denial of Access occurred, or

•

If the Denial of Access lasts for more than one (1) continuous hour after Customer’s Registered, Advanced Noticed, Authorized Person is cleared by the IBX Center security officer, Customer shall be entitled to a credit equal to 7/30 of the monthly recurring fee for the Access-Denied Loaded Cabinet(s) (defined below) for the month following the month in which the Denial of Access occurred;

provided, however, that notwithstanding the foregoing, for each of Customer’s Access-Denied Loaded Cabinet(s), in no event shall this maximum credit (i.e., the aggregate amount of the credits) to which Customer shall be entitled in any given calendar month exceed 7/30 of the monthly recurring fee for that Loaded Cabinet for the month in which the credit(s) will be applied (which is the month following the month in which the Denial(s) of Access occurred for that Loaded Cabinet). For the avoidance of doubt, Customer shall not be entitled to a credit for any portion of the fees for the month in which the Denial(s) of Access occurred. For purposes of this Exhibit C, the Access-Denied Loaded Cabinet(s) for any given calendar month are those Loaded Cabinet(s) of Customer in the cage to which there are Denial(s) of Access for such calendar month.

Heating, Ventilation and Air Conditioning

For purposes of this Exhibit C, the temperature and humidity of any cage is measured between three (3) and

five (5) feet from the floor and no closer than twelve (12) inches from the coot air intake side of a cabinet.

Temperature

If the Temperature in any of Customers cages drops below fifty-five degrees (55°) Fahrenheit or exceeds eighty degrees (80°) Fahrenheit for more than fifteen (15) consecutive minutes (‘Temperature Irregularities”) on two (2) or more separate days during a calendar month, then subject to the exceptions, conditions and notifications below, Customer shall be entitled to a credit equal to 7/30 of the monthly recurring fee for the Temperature Irregular Loaded Cabinet(s) (defined below) for the month following the month in which the Temperature Irregularities occurred; provided, however, that notwithstanding the foregoing, for each of Customer’s Temperature Irregular Loaded Cabinet(s), in no event shall the maximum credit (i.e., the aggregate amount of the credits) to which Customer shall be entitled in any given calendar month exceed 7/30 of the monthly recurring fee for that Loaded Cabinet for the month in which the credit(s) will be applied (which is the month following the month in which the Temperature Irregularities occurred for that Loaded Cabinet). For the avoidance of doubt, Customer shall not be entitled to a credit for any portion of the fees for the month in which the Temperature Irregularities occurred. For purposes of this Exhibit C, Temperature Irregular Loaded Cabinets for any given calendar month are those Loaded Cabinets of Customer in the cage in which the Temperature Irregularities occurred for such calendar month.

Humidity

If the humidity inside any of Customer’s cages drops below twenty percent (20%) or exceeds sixty-five percent (65%) for more than fifteen (15) consecutive minutes (“Humidity Irregularities”) on two (2) or more separate days during a calendar month, then subject to the exceptions, conditions and notifications below, Customer shall be entitled to a credit equal to 7/30 of the monthly recurring fee for the Humidity Irregular Loaded Cabinet(s) (defined below) for the month following the month in which the Humidity Irregularities occurred; provided, however, that, notwithstanding the foregoing, for each of Customer’s Humidity Irregular Loaded Cabinet(s), in no event shall the maximum credit (i.e., the aggregate amount of the credits) to which Customer shall be entitled in any given calendar month exceed 7/30 of the monthly

recurring fee for that Loaded Cabinet for the month in which the credit will be applied (which is the month following the month in which the Humidity Irregularities occurred for that Loaded Cabinet). For the avoidance of doubt, Customer shall not be entitled to a credit for any portion of the fees for the month in which the Humidity irregularities occurred. For purposes of this Exhibit C, Humidity Irregular Cabinets for any given calendar month are those Loaded Cabinets of Customer in the cage in which the Humidity Irregularities occurred during such calendar month.

Cross-Connects

If the path, connectors, or other passive physical media that Equinix uses fails for Cross-Connects due to circumstances caused solely by Equinix (“Media Failure”), then subject to the exceptions, conditions and notifications below, Customer will be entitled to a credit equal to the recurring fees for that Cross-Connect for the month following the month in which such Media Failure occurs; provided, however, that (i) Customer shall allow Equinix to test all Cross-Connects for which Customer reports Media Failure; (ii) unavailability of a Cross-Conned during such testing shall not be considered Media Failure hereunder; and (iii) for each Cross-Connect, in no event shall the maximum credit (i.e., the aggregate amount of the credits) to which Customer shah be entitled in any given calendar month exceed the monthly recurring fee for that Cross-Connect for the month in which the credit(s) will be applied (which is the month following the month in which the Media Failure(s) occurred for that Cross-Connect). For the avoidance of doubt, Customer shall not be entitled to a credit for any portion of the fees for the month in which the Media Failure(s) occurred. In addition, in the event that Equinix performs testing pursuant to this paragraph because Customer has reported Media Failure, and such testing reveals that there is no Media Failure, Customer shall be charged for such testing at the then-current Smart Hands hourly rate, except that Customer shall be entitled to one (1) instance of testing that reveals no Media Faure free of charge per calendar month.

Right to terminate

In the event that five (5) events entitling Customer to a credit occur within a three (3) consecutive month period, Customer may terminate this Agreement immediately upon thirty days’ prior written notice to

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Equinix, provided that such notice is provided to Equinix within thirty (30) days of the event giving rise to Customer’s right to terminate.

Exceptions, Conditions and Notifications

The credits and right to terminate as expressly set forth in this Exhibit C are Customer’s sole and exclusive remedy in the event of Equinix’s failure to meet the service levels staled herein. Notwithstanding anything in this Exhibit to the contrary, for any calendar month, in no event shall the maximum credit to which Customer shall be entitled (i.e., in no event shall the aggregate of the credits for such month) exceed the monthly recurring fee for the Loaded Cabinet(s) (in Customer’s Licensed Space(s)) for which the service levels set forth herein were not met in the prior month.

Notwithstanding anything in this Exhibit to the contrary, Customer shall not be entitled to a credit if the event or condition that would have otherwise given rise to the credit was caused by any of the following:

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acts of God

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war or acts of terrorism

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labor strikes or other labor action

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fire

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flood, earthquake, landslide, earth movement, hurricane, typhoon, tsunami, volcanic eruption or other natural disaster

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riot or civil unrest

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official orders from judicial, law or civil authorities

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Customer’s equipment

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actions or inactions of Customer or its representatives

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actions or inactions outside of Equinix’s reasonable control.

Credit will be given as provided above only if Customer notifies the Equinix Response Center in writing not later than five (5) days after the occurrence of the event or condition entitling Customer to a credit. Unless otherwise designated by Equinix, the Equinix Response Canter can be reached 1) via email to support@equinix.com; 2) via telephone 1-888-892-0607 if inside the United States (Outside US; 650-513-7600), or 3) via website http://ecc.equinix.com.

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Exhibit 10.13

Exhibit D

IBX Center Policies — US

(Version dated October 10, 2005)

Internet Business Exchange Center Policies

United States

These Internet Business Exchange Center Policies apply to IBX Centers located in the United States only. Please contact your Account Manager if you need a copy of the Polices that apply to IBX Centers outside of the United States.

Equinix is entitled to make changes to the Policies from time to time at its reasonable discretion, but Equinix agrees that any future changes to the Policies will not materially adversely affect each Customer’s use of the Services. Changes to the Policies will be effective for each Customer upon notice to that Customer (except for changes to the Shipping Policies which will be effective immediately upon change of such policies). All capitalized terms not defined elsewhere in the Policies are defined in the Definitions section at the end of the Policies.

For all purposes under the Policies, each Customer has full responsibility and liability for all acts or omissions of Customers Authorized Persons, Accompanying Persons, and Associated Entities, and all such acts or omissions will be attributed to Customer for all purposes, including for the purposes of determining whether Customer has breached (i.e. failed to abide by) the Policies. Without limiting the foregoing, Customer is responsible and must ensure that Customer’s Authorized Persons, Accompanying Persons and Associated Entities do not take any actions that Customer is prohibited from taking under the Policies.

The Policies are not intended to impose upon any Equinix Entity any liability (or obligations) to a Customer for which an Equinix Entity is excluded from being liable (or responsible) for under the Master Service Agreement for such Customer. The Policies also are not intended to increase the liability (e.g., the limits of liability) of any Equinix Entity with regard to any matter for which such liability is limited under the Master Service Agreement (e.g., such as where the liability is limited in the limitation of liability provisions of the Master Service Agreement).

SERVICES

The Services Equinix offers under Master Service Agreements with Customers consist of (1) Licensing of Space and Set-Up; (2) Core Services; and (3) Additional Services. The first two classifications of Services are not optional and Will be provided to all Customers.

Licensing of Space and Set-Up

Licensing of Space

Depending on availability, Equinix offers its Customers the right to license space at the IBX Centers sufficient to hold one or more racks or cabinets (or partial racks or cabinets to the extent offered by Equinix). If a Customer places an order for five or more full racks or full cabinets at an IBX Center, depending on space availability, these racks or cabinets may be located in a private cage (i.e., a cage that is not used by other Customers). Otherwise, Customer’s racks or cabinets may be in a cage or area shared with other Customers. In private cages, a Customer may provide Equinix-approved racks or cabinets for each of the Customer’s Licensed Space or request that Equinix provide the racks and/or cabinets. In shared cages, Customers must use Equinix-provided cabinets and/or racks.

Set-Up

Prior to each Customer’s use of its Licensed Space, Equinix will install Equinix-provided POD Equipment (of a type reasonably determined by Equinix) in order to demarcate Customer’s Equipment, unless otherwise agreed to by Equinix.

Core Services

The Core Services consist of the following, as further described below: (1) Access to the Customer Care Website; (2) Core Security; (3) Core Back-up Power; (4) Core Fire Detection and Suppression; (5) Core HVAC; (6) Core Temperature Control and (7) Core Humidity Control.

Access to the Customer Care Website

Equinix grants each Customer access to the Customer Care Website under the terms and conditions set forth in the Customer Care Website Usage Policies, if any, and the Master Service Agreement With such Customer. Each Customer

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is responsible for maintaining the confidentiality of its account and password and for restricting and granting access thereto, and Is responsible and liable for all activities that occur under its account, regardless of whether such activities are conducted by Customer, a Sublicensee or any other third party, and regardless of whether such Orders are authorized by Customer. Equinix may modify the functionality and content of the Customer Care Website at any time and in any manner, and if Equinix develops Customer Care Website Usage Policies, Customer must comply with the Customer Care Website Usage Policies then in effect.

Core Security

Equinix offers the following security features at IBX Centers:

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security personnel onsite 24 x 7 x 365;

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visitor screening upon entry for verification of identity;

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keyless security with biometric hand geometry readers with required additional pass code for access to:

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enter the security tunnel from the welcome area;

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leave the security tunnel to enter the main center;

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enter the colocation area;

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enter a Customer cage; and

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CCTV digital camera coverage of IBX Center, integrated with access control and alarm system.

In addition, Equinix may take other reasonable security measures that it chooses to employ.

Core Back-Up Power

Each IBX Center will have back-up power sources that will ordinarily provide power for a period of at least 48 hours if the primary source of power Is unavailable.

Core Fire Detection and Suppression

Each IBX Center will have an early warning fire detection system and fire suppression system.

Core HVAC

Each IBX Center will have redundant (n +1) HVAC.

Core Temperature Control

Each IBX Center will ordinarily maintain a temperature of 64 - 76 degrees Fahrenheit.

Core Humidity Control

Each IBX Center will ordinarily maintain a relative humidity of 20% - 70%

Additional Services

Additional Services consist of any services offered by Equinix at the IBX Centers other than the licensing of Licensed Space, Set-Up, and the Core Services. The Additional Services that Equinix offers include, but are not limited to, the following Additional Services, which are further described below: (1) Cross-Connects; (2) Power; (3) Smart Hands; and (4) Installation of a Customer’s Equipment. Where products or materials are provided as part of the Additional Services for a Customer, the Customer will be responsible for paying for all of the charges for the products or materials as well as the other charges associated with the Additional Services.

Cross-Connects

Equinix will install Cross-Connects, as ordered by a Customer, so long as the other Customer to which the Cross-Connect runs approves such Cross-Connect. In the event that any of a Customer’s Cross-Connects are disconnected due

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to such Customer’s request or due to termination or partial termination of an Order, Equinix may inform the other Customer of the disconnection. No more than ninety (90) days preceding expiration or termination of a Customer’s Master Service Agreement or a Customer’s last Order in an IBX Center, Equinix may notify other Customers to which such Customer is interconnected that, unless such Customer and Equinix agree to a further extension of the term of, or to a new, Master Service Agreement or Order, such Customer will no longer be present in the IBX Canter(s) in question as of the date of termination or expiration of the Customer’s Master Service Agreement or the applicable Order.

Power

i. A Customer may order power to the extent offered and approved by Equinix.

ii. Redundant Power Circuit Policy: A power circuit is a redundant circuit only if at all times it meets both of the following conditions: (a) Condition 1: It is part of a Redundant Power Circuit Pair, and (b) Condition 2: The aggregate draw of such Redundant Power Circuit Pair does not exceed the rated capacity pursuant to the National Electrical Code of one (1) of the power circuits in the Redundant circuit Pair. Therefore, if at any time a power circuit fails to meet Condition 1 (regardless of whether it satisfies Condition 2), it is not a redundant circuit. Similarly, if at any time a power circuit fails to meet Condition 2 (regardless of whether it satisfies Condition 1), it is not a redundant circuit. Accordingly, if a power circuit is originally a redundant circuit but subsequently fails to meet Condition 1 (even if it is then meeting Condition 2), or subsequently fails to meet Condition 2 (even if it is then meeting Condition 1), such power circuit shall thereafter be deemed a primary power circuit.

Smart Hands

Smart Hands is designed to provide Customers with onsite technical assistance and may include, for example, Equinix complying with Customer’s simple instructions relating to remote management, installation or troubleshooting of its equipment within an IBX Center or any other services Equifax deems to be Smart Hands. With respect to the Smart Hands service offered by Equinix, Equinix’s only obligation is to carry out the express instructions of Customer, and Equinix reserves the right to reject a Customer’s request if such rejection is reasonable or if such service is not offered as part of Smart Hands. In addition, Equinix reserves the right to require that a Customer’s instructions be given in additional detail and in writing (which may be by electronic mail). Notwithstanding the foregoing, Equinix has the right to perform Smart Hands services where the Customer fails to timely act or Equinix has the right to act under the Policies at Customer’s expense as part of the Smart Hands service.

Installation of Customer Equipment

A Customer may request that Equinix install Customer’s Equipment. Equinix, at its discretion, may agree to perform such installation, but Customer must enter into a separate agreement with Equinix to perform such work.

Use of Unordered Services

In the event that a Customer uses an Unordered Service, Equinix shall so notify the Customer (which notification may be delivered only by e-mail or regular US Mail, notwithstanding anything to the contrary in the Master Service Agreement) and provide Customer with a change order which lists the Unordered Service. If the Customer does not execute such change order and return it to Equinix within ten (10) days of the date of such notification, Equinix may charge such Customer for such Unordered Service at as then current list price for such Unordered Service commencing on the date Customer began using the Unordered Services.

NOTIFICATIONS

1. Equinix will provide contact information for each Customer to use at any time in the event of an emergency or otherwise as needed by Customer. The Equinix Response Center may be reached at 888-892-0607.

2. Each Customer will designate one or more persons whom Equinix may contact at any time in the event of an emergency or otherwise as needed by Equinix. Each Customer will provide to Equinix a means of contacting such persons at any and all times. Equinix prefers, but does not require, that such contact method be the telephone

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number of a twenty-four (24) hour operations center staffed by persons familiar with the Customer’s use of its Licensed Space and Equipment located within the Customer’s Licensed Space.

NETWORK SYSTEM NUMBERS AND TELECOMMUNICATIONS

1. Equinix strongly encourages each Customer to have its own autonomous system number as designated by the American Registry of Internet Numbers or its successor.

2. Each Customer will be responsible for obtaining telecommunications services as needed from the carrier of its choice. Equinix will not be responsible for providing or installing such services except that Equinix will perform Cross-Connects as agreed to by Equinix and a Customer pursuant to the Master Service Agreement for such Customer.

EQUIPMENT

Each Customer will ensure that:

a. all of its Equipment will be installed, operated, maintained and repaired in compliance with all applicable Laws and manufacturer specifications and requirements;

b. the installation and use of its Equipment complies with applicable safety codes and product safety agency listings;

c. all of the cables and wiring in Its Licensed Space (other than any Cross-Connects or Equinix’s POD Equipment) are neatly wrapped and tied together (if a Customer fails to do so, Equinix may at its sole option neatly wrap and tie such wires and cables, and Equinix may charge the Customer for doing so under Smart Hands);

d. none of its Equipment is stacked or resting on any of its other Equipment or the Equipment of any other Customer, sublicensee or third-party, including Equinix;

e. all of Customer’s Equipment is securely fixed onto a cabinet or rack in a manner reasonably satisfactory to Equinix. If a Customer has equipment that is too large or heavy for a rack or cabinet, including but not limited to large servers, Equinix may affix such Equipment directly to the floor and Equinix may charge Customer for doing so under Smart Hands.

2. Each Customer may install and maintain Customer Cross-Connects. No Equinix Entity has any obligation to Install, maintain or repair any Customer Cross-Connects.

3. Equinix may require a Customer to remove from any IBX Center Equipment that, in Equinix’s sole discretion, (1) causes a threat to safety (including any risk of fire or other hazard) to the operations of the IBX Center or the IBX Center Property, or (ii) unreasonably interferes with the operations of Equinix, another Customer or any other person or entity that is licensing, sublicensing, leasing or subleasing space or otherwise utilizing any portion of the IBX Center or the IBX Center Property.

4. If a Customer wants to identify its Equipment or its Licensed Space, the means of identification will be subject to Equinix’s prior approval before the Customer uses such means of identification. Equinix will not identify the location of any Customer’s Equipment in the IBX Center, and no Equinix Entity will be responsible for labeling Ports except that Equinix is responsible for connecting a Customer’s Equipment to Equipment belonging to other Customers at an IBX Center.

5. Equinix will not touch, maintain, use, upgrade, repair or operate a Customer’s Equipment, except in an emergency, or where explicitly or implicitly authorized by the Customer’s use of Smart Hands, or as otherwise permitted in the Customer’s Master Service Agreement or the Policies.

6. Customer is solely responsible for any loss or theft of or damage to Customer’s Equipment left unattended outside of Customer’s Licensed Space in a shared cage.

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7. No Equinix Entity is responsible for any electronic interference that may occur with respect to Customer’s use of wireless communications Equipment.

USE

Each Customer will:

a. use its Licensed Space only for the purposes of configuring, providing, placing, installing, Upgrading, adding, maintaining, repairing and operating its Equipment In a safe and lawful manner;

b. comply with all applicable laws in its use of its Licensed Space (including OSHA), and comply with all signs posted at any time (including changes in such signs) at the IBX Centers concerning security procedures relating to the IBX Centers;

c. use the restrooms, any shared work area, and any other common spaces in the IBX Centers and the parking areas outside of the IBX Centers in accordance with the terms of its Master Service Agreement, the Policies and any rules or signs then posted by Equinix in or near such areas;

d. maintain its Licensed Space in an orderly and clean manner and in good repair and condition (reasonable wear and tear only excepted);

e. deposit litter in designated trash receptacles or in appropriate locations outside the IBX Centers;

f. behave in a courteous and professional manner within the IBX Centers and the IBX Center Properties;

g. immediately notify Equinix of any damage or risk of damage to the IBX Centers or the IBX Center Properties, or damage to any equipment or property of any person in the IBX Centers or the IBX Center Properties;

h. comply with all applicable property control procedures, which may include providing Equinix with a description and the serial numbers of items brought Into an IBX Center that are valued by Equinix at more than $1,000 and/or providing Equinix with the name. contact number and signature of the person removing such items.

Each Customer will ensure that it does not do any of the following:

a. install, touch, access, tamper with, damage, adjust, repair, interfere with, or breach the security of, the Licensed Space of other customers or the Equipment, property or services of any other Customers, vendors, contractors or other parties who license, sublicense, lease or sublease space or otherwise utilize space at the IBX Center or the IBX Center Properties, or provide services or products to those who do;

b. alter, tamper with, damage, adjust, repair, interfere with, or breach the security of its Licensed Space, the IBX Centers or the IBX Center Properties (including, without limitation, the electrical and other building systems of the IBX Centers or the IBX Center Properties), or any equipment or property leased, licensed or owned by Equinix (including, without limitation, any Cross-Connects and the Equinix Power Distribution System, which only Equinix will install, repair or alter);

c. install or otherwise perform any Cross-Connects;

d. affix or maintain labels to any Ports or any POD Equipment that connects Customer’s Equipment to Equipment belonging to other Customers (Equinix will affix and maintain such labels, which will contain information as determined by Equinix, including circuit identification and other information needed to identify each Equinix-provided Port);

e. encumber or obstruct the sidewalks, driveways, yards, entrances, hallways, stairs or any common areas in or around the IBX Centers or the IBX Center Properties;

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f. store or leave any loose items (including Equipment) inside or outside of its Licensed Space in the IBX Centers. If a Customer leaves any loose items inside or outside of its Licensed Space in the IBX Centers, Equinix may so notify the Customer. If the Customer fails to remove or to secure such items within twenty-four (24) hours of such notice, Equinix may, in addition to any other remedies it may have, remove such items and charge the Customer Equinix’s Smart Hands rates for such removal. If Equinix removes items pursuant to the prior sentence, Equinix will temporarily store such items in a safe place for ten (10) days, except that if such items are empty cartons or packaging, Equinix may discard such items instead of storing them. If the Customer fails to retrieve items stored by Equinix during such ten (10) day period, the items will, at Equinox’s sole discretion, either become the property of Equinix or be discarded by Equinix at the Customer’s expense;

g. unless Equinix expressly consents, use any common areas at the IBX Centers or the IBX Center Properties (other than a shared work area where Equinix permits Customers to repair Equipment) for any purpose other than ingress and egress to and from its Licensed Space;

h. use a shared work area that Equinix permits Customers to use for any purpose other than to repair its Equipment;

i. use the Services to compete with any Services offered by Equinix;

j. create any nuisances at the IBX Centers or the IBX Center Properties;

k. manufacture, generate, treat, transport, dispose of, release, discharge, or store on, under or about the IBX Centers, the IBX Center Properties or any surrounding properties, any Hazardous Materials;

l. eat, drink or use tobacco products within the IBX Centers except within areas designated by Equinix for such purposes; or

m. bring recording equipment in, or take photographs of (whether by use of a camera, video camera, cell phone, wireless handset or otherwise), any part of the IBX Centers, except for the following limited exception: a Customer in a private cage may request, at the time the Customer’s visit is scheduled, that Equinix take photographs of that Customer’s private cage and of that Customer’s Equipment within such private cage, but Equinix will do so only if (i) the Customer completes the required documents provided by Equinix; and (ii) an Equinix IBX staff member takes the photographs with Customer’s recording equipment, and the Equinix IBX staff member at all times controls the recording equipment while it is inside the IBX Center.

n. place furniture in its Licensed Space except as permitted by the IBX Center Site Manager in his/her reasonable discretion. In the event that a Customer places furniture in its Licensed Space with the necessary consent from the IBX Center Site Manager, Equinix may at any time thereafter notify the Customer that the furniture must be removed within five (5) days of the notice. If the Customer fails to remove the furniture within the five-day period, Equinix may remove the furniture, charge the Customer Smart Hands rates for doing so, and store the furniture at the Customer’s expense.

o. install any surveillance cameras or other surveillance equipment without Equinix’s prior consent. Equinix reserves the right to require Customers to remove or relocate any surveillance cameras or surveillance equipment that Equinix deems to threaten or impede the security of the IBX Center (including the security of other Equinix customers).

p. block any exit route or aisle way or create a fire hazard.

q. use VRLA (valve-regulated lead-acid) batteries within the IBX Centers, unless the batteries are a manufacturer-installed and integrated part of equipment that is listed as an express exception to this rule in the Customer Welcome Document.

r. use circuit splitters on any Equinix-provided power circuit.

s. use UPS systems that are not provided by Equinix.

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t. use 48v DC rectifiers that are not provided by Equinix without obtaining advance approval from Equinix.

ACCESS

1. No Customer may attempt to gain fraudulent access to an IBX Center or any Equinix website.

2. Subject to the terms and conditions of the Customer’s Master Service Agreement (including the Policies), a Customer will have access to its Licensed Space twenty-four (24) hours per day, three hundred sixty-five (365) days per year. In the event of an emergency situation at any IBX Center or IBX Center Property (e.g., fire, building evacuation, medical emergency, weather-related emergency, terrorist attack, etc.), or drill, each Customer present at the IBX Center will be required to follow instructions given by the on-site Equinix Site Manager, or the designee.

3. Each Customer will provide Equinix with a list for each IBX Center (which list will be provided in writing or entered through the Customer Care Website) of Authorized Persons who may enter Customer’s Licensed Space in such IBX Center. Except where specifically designated otherwise by a Customer, each Authorized Person for an IBX Center will have the right to authorize entry by any other person who is accompanied by such Authorized Person at the IBX Center. Each Customer will provide Equinix with written notification of any changes to Customer’s list of Authorized Persons for any IBX Center at least one (1) full business day in advance of the effectiveness of such change. Equinix will refuse entry at an IBX Center to any person who is not named on a Customer’s list of Authorized Persons for such IBX Center, unless such person is an Accompanying Person. Equinix reserves the right to refuse or withdraw approval of a person on any Customer’s list for any IBX Center if such refusal or withdrawal is reasonable (such as where the person violates, or has previously violated, any of the Policies). Equinix also reserves the right to deny access to an Accompanying Person at an IBX Center if the denial is reasonable (such as where the Accompanying Person violates, or has previously violated, any of the Policies).

4. Each Customer is strongly encouraged (but not required, except as herein set forth) to give twenty four (24) hours prior notice to Equinix (through the contact provided by Equinix) prior to visiting an IBX Center. Except in an emergency (as reasonably determined by Equinix), any Customer visiting a cage area shared with other Customers will give at least twenty-four (24) hours prior notice to Equinix.

5. Non-scheduled visits by a Customer may lead to a delay in access or may be denied. For all non-scheduled visits by a Customer, Equinix at its discretion may require Customer’s administrative contact to call the Equinix Response Center to authorize the person’s entry into the IBX Center and Customer’s Licensed Space.

6. For any site tours of an IBX Center, Customer must, no later than 5:00 p.m. the day before the requested tour, arrange such site tour with Equinix and provide Equinix with the following data: Customer’s organization name; purpose of tour; date/time of tour; names of visitors; authorization to access a specific Licensed Space (for existing Customers only); and any special instructions associated with a specific tour. Tour size is limited to a maximum of five (5) guests and one authorized tour guide on all tours unless Equinix agrees to accommodate more persons. If so, Equinix will arrange for one authorized tour guide or Equinix security officer for every five (5) guests.

7. Access by a Customer to any shared work area (or any other common area where Equinix permits access by Customers) may be restricted by Equinix at any time, including when another Customer is in such area.

8. Equinix may, at its discretion, require any or all Authorized Persons of any Customer to have a full-face photograph taken at the IBX Centers for purposes of secure identification.

9. Every person who accesses an IBX Center must use the then-in-use secure access means to enter and exit the IBX Center.

10. Upon any Customer’s entry into an IBX Center, Equinix may (at its discretion) accompany Customer inside the IBX Center, and Equinix may (at its discretion) remain with Customer for the entire time that Customer is in the IBX Center. However, Customer will have privacy when Customer is in its Licensed Space, and

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Equinix will maintain sufficient distance from Customer at such times that Equinix will not have access to Customer’s confidential information or activities.

11. Repeat visitors of a Customer requiring freedom of movement within certain areas of an IBX Center may be entered into the Security Access System (“SAS”) if Customer’s administrative contact requests this for a specific person in conjunction with a work visit. The person being registered in SAS is required to produce a government-issued photo ID for identity verification (driver’s license or passport), and complete the on-site enrollment process with the assistance of Equinix security officers. After the visitor places his/her hand on the reader for scanning of biometric identification information into the SAS, the computer will identify/request which doors the person may access and automatically update the readers in real-time.

12. Equinix may access any Customer’s Licensed Space (i) during an emergency; (ii) to perform Smart Hands or other services for Customer, (iii) as needed to perform those services necessary for the use of the IBX Center by some or all Customers; or (iv) as otherwise permitted under such Customer’s Master Service Agreement.

13. If the landlord or owner of an IBX Center or an IBX Property wishes to access, or permit others to access, a Customer’s Licensed Space, Equinix will accompany such persons during such visit, and Customer shall, if practicable, receive advance notice from Equinix and have an opportunity to be present.

14. Equinix reserves the right to deny IBX Center access to Authorized Persons and Accompanying Persons who do not have a business purpose at an IBX Center where access is requested.

15. Equinix reserves the right to exclude or expel from the IBX Center any person who, in Equinix’s judgment, is under the influence of alcohol or drugs or who, in Equinix’s judgment, poses a risk to persons or property in the IBX Center.

16. Customers, Authorized Persons and Accompanying Persons must follow the instructions of the IBX Center Manager or his designee during an emergency.

SHIPPING POLICIES

1. The shipping policies are subject to change by Equinix without notice, and such changes are effective immediately.

2. Each Customer is responsible for, among other things, (i) scheduling with a shipper all shipments for Customer from and to the IBX Centers; (ii) paying all fees associated with the shipments, including all shipping, retrieval and related fees charged by the shipper; (iii) completing all necessary paperwork for the shipments; and (iv) notifying the shipper that all shipments will be shipped to, or retrieved from, the shipping/receiving areas designated by Equinix for each IBX Center. No shipments of any size will be accepted in an IBX Center lobby.

3. Each Customer is also responsible for notifying its shippers of all shipping rules for any multi-tenant buildings in which IBX Centers are located. If an IBX Center is located in a multi-tenant building, shippers are responsible for conforming to all shipping rules of that building, and the Equinix Response Center will provide a Customer, upon request, with the specific shipping rules for each multi-tenant building in which an IBX Center is located.

4. Each Customer will ensure that all shipments (including the boxes) are clearly labeled with the company name and/or identifier of Customer. Unidentified packages will not be accepted.

5. Each Customer that wishes to ship items from or to an IBX Center will schedule through the Customer Care Website (or any other Equinix-approved scheduling method) the incoming or outgoing shipment at least twenty-four (24) hours in advance (and at least four business days in advance where the IBX Center is in a multi-tenant building). For incoming shipments only, a Customer may also (under the same timeframes set forth above) schedule the shipments by phone through the Equinix Response Center. Equinix reserves the right to reject any shipments to an IBX Center that are not delivered at the time scheduled.

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6. Emergency shipments to an IBX Center must be scheduled directly by calling the Equinix Response Center. If such advance notification is provided to Equinix, Equinix will make reasonable efforts to accommodate after-hours emergency deliveries.

7. Each Customer will ensure that all shipments for Customer to or from IBX Centers where Equinix is the sole tenant in the building will be made during the business day (Monday - Friday), from 7:00 a.m. until 5:00 p.m. local time. Shipment times may vary for multi-tenant buildings in which IBX Centers are located. The Equinix Response Center will provide each Customer, upon request, with the specific shipping times for such multi-tenant buildings, and each Customer will ensure that all shipments to such buildings comply with the applicable shipping rules.

8. Equinix reserves the right to visually and/or physically inspect any and all shipments to or from the IBX Centers when such shipments arrive at the shipping/receiving area. Shipments containing liquids, combustibles and any Hazardous Materials are prohibited, and, to the extent Equinix is so aware of the contents of such shipments, will not be accepted at any time.

9. At the time of Equinix’s inspection of any shipments to or from the IBX Centers, Equinix may record serial numbers for Equipment of a Customer with estimated value of more than $1,000, as estimated by Customer. Accordingly, when packing Equipment for shipping, each Customer should be aware that Equinix personnel will need access to the serial numbers on the Equipment being shipped, and should seal boxes after serial numbers are recorded.

10. Customers are requested to contact the Equinix Response Center to extend or cancel the shipment receipt date it the shipment does not arrive at the scheduled time.

11. Customers are responsible for moving their shipments from the shipping/receiving area (or secure storage area where they are placed by Equinix at Customer’s expense under the Smart Hands service if the shipment is not removed by Customer immediately upon its arrival) to their Licensed Space and from their Licensed Space to the shipping/receiving area. If a Customer wishes for Equinix to perform such functions as well as packing or unpacking the shipments and disposing of packing materials, the Customer may do so by using the Smart Hands service.

12. Except where Equinix removes the packing materials as a part of a Customer’s Smart Hands order, each Customer is required to take all packing materials to the shipping/receiving area or other designated area for disposal immediately after completing installation. Cardboard and packing materials are not to be stored in cages.

13. Customers will move the shipments from the shipping/receiving area (or secure storage area where they are placed by Equinix) to Customer’s Licensed Space within three (3) business days after notification of arrival (the Equinix Response Center ordinarily will contact a Customer by email and/or phone within twelve (12) hours after arrival, and either e-mail or phone communication by Equinix to the Customer will constitute notification for all purposes under this Section G of the Policies, notwithstanding anything in the Customer’s Master Service Agreement to the contrary). Moving equipment will be available to assist Customer, if necessary (dolly’s, hand trucks, etc.), if Customer schedules the use of such moving equipment with Equinix at the shipping/receiving area.

14. If a Customer has not retrieved its shipment from a secured area forty-eight (48) hours after the shipment has arrived, the Equinix Response Center will notify Customer that if the shipment is not retrieved before the three business days has elapsed (starting with the notification of arrival), the shipment may be returned to the “shipped from” address at Customer’s expense under the Smart Hands service.

15. Unless prior arrangements are made with Equinix by a Customer during the original request (or Smart Hands is purchased for Equinix to move the shipment to Customer’s Licensed Space), Equinix reserves the right to ship the shipment back to the “shipped from” address, at Customer’s expense, three (3) business days after notification of arrival.

16. Equinix is not responsible or liable for any missing or damage to any Customer’s Equipment which may occur during the packaging and/or shipment of such equipment.

DEFINITIONS

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The following terms shall have the respective meanings stated below for the purposes of these Policies. In addition, for each Customer, the following terms shall have the respective meanings stated below for purposes of such Customer’s Master Service Agreement to the extent that such Master Service Agreement uses but does not define a term defined below:

1. Accompanying Person shall mean, for each Customer, each person (other than an Equinix employee) who is accompanied by an Authorized Person while at an IBX Center.

2. Associated Entity shall mean, for each Customer, each individual, company, partnership or other entity of any type which employs, contracts with, or is otherwise associated or affiliated with any of Customer’s Authorized Persons or Accompanying Persons. Without limiting the foregoing definition, for each Customer, each Sublicensee that has sublicensed Sublicensed Space at an IBX Center will be an Associated Entity at such IBX Center.

3. Authorized Person shall mean, for each Customer, each person who is included on a list of Authorized Persons given to Equinix by Customer.

4. Cross-Connect shall mean a physical or wireless interconnection within an IBX Center that (i) exits a Customer’s cage or (ii) connects a Customer to another Equinix customer.

5. Customer shall mean any party which is party to a Master Service Agreement with one or more Equinix Entities relating to an IBX Center or other agreement pursuant to which Equinix provides services to such party at an IBX Center.

6. Customer Care Website shall mean Equinix’s customer cam website accessible via the Internet at a location designated by Equinix (which location Equinix may change from time to time at its discretion).

7. Customer Care Website Usage Policies shall mean the website usage policies that Equinix at any time adopts for the Customer Care Website, and which may be changed from time to time at Equinix’s discretion.

8. Customer Cross-Connect shall mean a physical interconnection, including cable, connections, and other wiring, that (i) does not exit a Customer’s cage; (ii) does not connect a Customer to another Equinix customer; and (iii) interconnects (a) Equipment belonging to a Customer or (b) Equinix-provided POD Equipment in a Customer’s cage with Customer’s Equipment.

9. Equinix shall mean Equinix Operating Co., Inc. Notwithstanding the foregoing, if, on behalf of Equinix, another Equinix Entity agrees to an Order with Customer, it is the Equinix Entity that will provide the Services and who will be deemed Equinix for such Order.

10. Equinix Entities: shall mean Equinix Operating Co., Equinix Inc. and Equinix Pacific, Inc., and each of which individually is an Equinix Entity.

11. Equinix Power Distribution System shall mean any and all Hendry panels (or other Equinix specifications-compliant DC distribution panels), locks, and power strips and electrical, utility, or power distribution systems and items that are installed by Equinix.

12. Equipment shall mean, for each Customer, all network and/or computer equipment (including wiring and Customer Cross-Connects between such equipment and the Customer’s POD Equipment) that is located in the Customers Licensed Space, regardless of whether such equipment is owned, leased, licensed or otherwise obtained for use by the Customer or the Customer’s Authorized Persons, Accompanying Persons, or Associated Entities (but this does not include Cross-Connects or Equifax POD Equipment located in the Customer’s Licensed Space).

13. Hazardous Materials shall mean (i) asbestos, or any substance containing asbestos; (ii) polychlorinated biphenyls; (iii) lead; (iv) radon; (v) pesticides; (vi) petroleum or any other substances containing hydrocarbons; (vii) any substance which, when on the IBX Centers or the IBX Center Properties, is prohibited by any environmental Laws; (viii) those matters described in the Environmental Response Compensation and Liability Act, as amended, 42 U.S.C. §9601 et. seq. (“CERCLA”); and (ix) any other substance, material or waste which, (a) by any

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environmental Laws requires special handling or notification of any governmental authority in its collection, storage, treatment, or disposal or (b) is defined or classified as hazardous, dangerous or toxic pursuant to any legal requirement.

14. IBX Center Property shall mean the real property on which, and the building in which, an IBX Center is located.

15. IBX Centers shall mean, for each Customer, the Internet Business Exchange Centers leased or owned by Equinix in which Customer licenses Licensed Spaces or receives Services from Equinix pursuant to an Order.

16. Laws shall mean all applicable federal, state, local, municipal or other laws, regulations, rules, ordinances, rulings, decrees, orders, directives, requirements, codes (including building codes), and as they may be instituted or amended from time to time.

17. Licensed Space shall mean, for each Customer, the areas licensed by a Customer under the Customer’s Master Service Agreement and as identified in the Orders as to the amount of space. For each Licensed Space, Equinix will determine at all times during the term the exact location in the IBX Centers where the Licensed Space for each Customer will be located, and Equinix will notify each Customer accordingly.

18. Master Service Agreement shall mean, for each Customer, the Master Service Agreement executed by Customer and one or more Equinix Entities (or the document with a similar function if no document entitled Master Service Agreement has been signed by Customer and one or more Equinix Entities) to which these Policies are Incorporated by reference.

19. Online Order shall mean, for each Customer, an Order for Services placed by the Customer via the Customer Care Website and accepted by Equinix pursuant to Equinix’s then current ordering procedures (as well as any amendment to such Order reflected in a change order agreed to by the parties in accordance with the terms of the applicable change order, the Order and the Master Service Agreement).

20. Order shall mean, for each Customer, any Sales Orders, Online Order or Phone Order between the Customer and Equinix.

21. Phone Order shall mean, for each Customer, an Order for Services placed by the Customer via telephone and accepted by Equinix pursuant to Equinix’s then current ordering procedures (as well as any amendment to such Order reflected in a change order agreed to by the parties in accordance with the terms of the applicable change order, the Order and the Master Service Agreement).

22. Point of Demarcation Equipment or POD Equipment shall mean (1) patch panels, DSX panels for category 5 twisted pair, co-axial, single and multi-mode fiber, or (2) other appropriate (as reasonably determined by Equinix) point of demarcation equipment.

23. Policies shall mean the procedures, rules, regulations, security practices and policies adopted by Equinix that are then in effect for the IBX Centers, including these Internet Business Exchange Center Policies, and as they may be amended from time to time by Equinix.

24. Ports shall mean all wiring, connections, circuitry and utility ports at the POD Equipment.

25. Redundant Circuit Pair shall mean two identical power circuits installed in the same cabinet or rack, neither of which is a part of another pair of circuits in the same cabinet or rack.

26. Sales Order shall mean, for each Customer, a written order for services (as well as any amendment to such Order reflected in a change order agreed to by the Parties in accordance with the terms of the applicable change order, the Order and the Master Service Agreement).

27. Sublicensed Space shall mean the portion of the Licensed Space sublicensed to a Sublicensee by a Customer pursuant to the terms of the Customer’s Master Service Agreement.

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28. Sublicensee shall mean a customer of a Customer or other third party who sublicenses all or part of the Licensed Space from such Customer.

29. Unordered Service shall mean an Equinix Service used by Customer without an Order for such Service.

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EX-10.13A 13 dex1013a.htm AMENDMENT NO. 1 TO THE MASTER SERVICES AGREEMENT Amendment No. 1 to the Master Services Agreement

Exhibit 10.13A

Confidential Treatment Requested by LinkedIn Corporation

AMENDMENT NO. 1

TO THE

MASTER SERVICE AGREEMENT

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”).

The parties agree to amend the MSA as follows:

Capitalized terms used herein but not defined will have the meaning set forth in the MSA.

Section 5(b) is amended by adding the following sentence:

Notwithstanding any other section of this Agreement, in no event will Customer’s aggregate financial obligation under subsections (ii) or (iii) of this indemnity exceed the [***] attributable to the [***] period immediately preceding when the claim arose.

Section 6(d) is deleted in its entirety and replaced with the following:

d. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCLUDING LIABILITY UNDER SECTION 5, EQUINIX’S TOTAL LIABILITY TO CUSTOMER IN THE AGGREGATE FOR THE ENTIRE TERM (AND REGARDLESS OF WHETHER THE CLAIMS ARE BROUGHT DURING OR AFTER THE TERM) WITH RESPECT TO ALL CLAIMS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ATTORNEY’S FEES) WILL NOT EXCEED THE [***] ATTRIBUTABLE TO THE [***] PERIOD IMMEDIATELY PRECEDING WHEN THE CLAIM AROSE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BUT EXCLUDING LIABILITY UNDER SECTION 5, SECTION (G) OF EXHIBIT B, CUSTOMER’S OBLIGATION TO PAY CHARGES HEREUNDER, CUSTOMER’S TOTAL LIABILITY IN THE AGGREGATE FOR THE ENTIRE TERM (AND THEREAFTER IF ANY CLAIMS ARE BROUGHT AFTER THE TERM) FOR DAMAGES TO EQUINIX WITH RESPECT TO ANY AND ALL CLAIMS IN THE AGGREGATE AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT WILL BE LIMITED TO, AND WILL NOT EXCEED, THE [***] ATTRIBUTABLE TO THE [***] PERIOD IMMEDIATELY PRIOR TO THE MONTH IN WHICH THE FIRST CLAIM BROUGHT BY EQUINIX AGAINST CUSTOMER RELATING TO THIS AGREEMENT AROSE.

Section 7(a) is amended by replacing One Million U.S. Dollars ($1,000,000) with [***] and by replacing Two Million U.S. Dollars ($2,000,000) with [***]

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

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Confidential Treatment Requested by LinkedIn Corporation

Section 8(a) is amended by replacing “during any twelve (12) month period” with “during any [***] period” and by replacing “continues for at least ten (10) days” to “continues for at least fourteen (14) days”.

Section 8(b) (ii) and (ii) are each deleted in their entirety and replaced with the following:

(ii) Customer or Customer’s Equipment materially interferes with Equinix’s operation or maintenance of the IBX Center or with one or more of Equinix’s other customers’ use thereof, and within a reasonable time, not to exceed one (1) hour after being notified by email or phone, Customer fails to (a) cease such interference; (b) provide a plan acceptable to Equinix to cease such interference; or (c) authorize Equinix to take action to cease such interference (billed at Smart Hands rates); or (iii) in Equinix’s reasonable judgment Customer or Customer’s Equipment has the potential to materially interfere with Equinix’s operation or maintenance of the IBX Center or with one or more of its other customers’ use thereof, and within a reasonable time, not to exceed forty-eight (48) hours after being notified by e-mail or phone, Customer fails to (a) resolve such potential interference; (b) provide a plan acceptable to Equinix to resolve such potential interference; or (c) authorize Equinix to take action to resolve such potential interference (billed at Smart Hands rates).

Section 8(d) is amended by replacing “Upon” with the following phrase at the beginning of the first sentence: “Within twenty (20) days from the...”

Section 8(g) is amended by adding the following phrase at the beginning of the first sentence: “Other than a right to remain in place for twenty (20) days following any termination for purposes of transitioning Customer’s business and...”

A new Section 9(k) is added as follows:

Transition Period. If Customer terminates this Agreement due to Equinix’s material breach, Customer may, in Customer’s termination notice, designate an effective date of termination that is no later than six (6) months after the end of the thirty-day cure period (the “Transition Period”), and each party shall be bound by all terms and conditions of this Agreement until such effective date of termination. During the Transition Period, Customer shall have the right to continue to receive Services pursuant to the terms and conditions (including the obligation to pay charges for the Services) of this Agreement and to use the Smart Hands Service at Equinix’s then-current published list rates and shall continue to pay for the Services until the end of the Transition Period.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

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Confidential Treatment Requested by LinkedIn Corporation

This Amendment is hereby executed by the parties set forth below effective as of June 8, 2010.


LINKEDIN CORPORATION						EQUINIX OPERATING CO., INC.



BY:	/s/ Erika Rottenberg	BY:	/s/ Heidi B. Caparro



NAME:	Erika Rottenberg	NAME:	Heidi B. Caparro



TITLE:	Vice President, General Counsel and Secretary	TITLE:	Senior Customer Contracts Manager



DATE:	6/9/10	DATE:	6/11/10

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

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EX-10.14 14 dex1014.htm LEASE BY AND BETWEEN LINKEDIN CORPORATION AND BRITANNIA HACIENDA VIII LLC Lease by and between LinkedIn Corporation and Britannia Hacienda VIII LLC

Exhibit 10.14

LEASE


Landlord:		Britannia Hacienda VIII LLC

Tenant:		LinkedIn Corporation

Date:		March 20, 2007

TABLE OF CONTENTS


1. PROPERTY		1

1.1	Lease of Premises	1
1.2	Landlord’s Reserved Rights	2

2. TERM		2

2.1	Term	2
2.2	Early Possession	2
2.3	Condition of Premises	3
2.4	Acknowledgment of Rent Commencement Date	6
2.5	Holding Over	6
2.6	Option to Extend Term	6

3. RENTAL		7

3.1	Minimum Rental	7
	(a) Rental Amounts	7
	(b) Rental Amounts During Extended Term	7
	(c) Square Footage of Premises	7
3.2	Late Charge	8

4. TAXES		8

4.1	Personal Property	8
4.2	Real Property	9

5. OPERATING EXPENSES		9

5.1	Payment of Operating Expenses	9
5.2	Definition of Operating Expenses	10
5.3	Determination of Operating Expenses	12
5.4	Final Accounting for Expense Year	12
5.5	Proration	13

6. UTILITIES		13

6.1	Payment	13
6.2	Interruption	14

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7. ALTERATIONS; SIGNS		14

7.1	Right to Make Alterations	14
7.2	Title to Alterations	15
7.3	Tenant Trade Fixtures	16
7.4	No Liens	16
7.5	Signs	16

8. MAINTENANCE AND REPAIRS		17

8.1	Landlord’s Obligation for Maintenance	17
8.2	Tenant’s Obligation for Maintenance	18
	(a) Good Order, Condition and Repair	18
	(b) Landlord’s Remedy	18
	(c) Condition upon Surrender	18

9. USE OF PROPERTY		19

9.1	Permitted Use	19
9.2	[Intentionally omitted.]	19
9.3	No Nuisance	19
9.4	Compliance with Laws	19
9.5	Liquidation Sales	20
9.6	Environmental Matters	20

10. INSURANCE AND INDEMNITY		26

10.1	Insurance	26
10.2	Quality of Policies and Certificates	28
10.3	Workers’ Compensation; Employees	29
10.4	Waiver of Subrogation	29
10.5	Increase in Premiums	29
10.6	Indemnification	30
10.7	Blanket Policy	30

11. SUBLEASE AND ASSIGNMENT		31

11.1	Assignment and Sublease of Building	31
11.2	Rights of Landlord	31

12. RIGHT OF ENTRY AND QUIET ENJOYMENT		32

12.1	Right of Entry	32
12.2	Quiet Enjoyment	33

13. CASUALTY AND TAKING		33

13.1	Damage or Destruction	33
13.2	Condemnation	35
13.3	Reservation of Compensation	36
13.4	Restoration of Improvements	36

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14. DEFAULT		36

14.1	Events of Default	36
	(a) Abandonment. Abandonment of the Premises	37
	(b) Nonpayment	37
	(c) Other Obligations	37
	(d) General Assignment	37
	(e) Bankruptcy	37
	(f) Receivership	38
	(g) Attachment	38
	(h) Insolvency	38
14.2	Remedies upon Tenant’s Default	38
14.3	Remedies Cumulative	39

15. SUBORDINATION, ATTORNMENT AND SALE		39

15.1	Subordination to Mortgage	39
15.2	Sale of Landlord’s Interest	40
15.3	Estoppel Certificates	40
15.4	Subordination to CC&R’s	41
15.5	Mortgagee Protection	41

16. SECURITY		42

16.1	Deposit	42
	(a) Cash Security Deposit	42
	(b) Letter of Credit	43
	(c) Substitution of Security	44

17. MISCELLANEOUS		44

17.1	Notices	45
17.2	Successors and Assigns	47
17.3	No Waiver	47
17.4	Severability	47
17.5	Litigation Between Parties	47
17.6	Surrender	48
17.7	Interpretation	48
17.8	Entire Agreement	48
17.9	Governing Law	48
17.10	No Partnership	48
17.11	Financial Information	48
17.12	Costs	49
17.13	Time	49
17.14	Rules and Regulations	49
17.15	Brokers	49
17.16	Memorandum of Lease	50
17.17	Organizational Authority	50

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17.18	Execution and Delivery	50
17.19	Survival	50
17.20	Parking	50

EXHIBITS


EXHIBIT A-1		Site Plan (The Center)
EXHIBIT A-2		Building Plan
EXHIBIT B		Workletter
EXHIBIT C		Form of Acknowledgment of Rent Commencement Date
EXHIBIT D		List of Exhibit D Property
EXHIBIT E		Non-Disclosure Agreement

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Exhibit 10.14

LEASE

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”).

THE PARTIES AGREE AS FOLLOWS:

1. PROPERTY

1.1

Lease of Premises.

(a) Landlord leases to Tenant and Tenant hires and leases from Landlord, on the terms, covenants and conditions hereinafter set forth, the premises (the “Premises”) consisting of approximately 37,293 square feet of space constituting Suite 200 of the building commonly known as 2029 Stierlin Court (the “Building”) located in the Britannia Shoreline Technology Park (referred to interchangeably herein as the “Center” or the “Property”) in the City of Mountain View, County of Santa Clara, State of California. The Premises consist of the entire second floor of the Building and the exclusive right to use the elevator and stairways accessing the second floor of the Building, together with the nonexclusive right to use those portions of the first floor of the Building designated by Landlord from time to time as Building common areas, including (but not limited to) the entrance lobby, common restrooms and showers, loading dock (if any), master electrical closet, and common exit hallways on the first floor of the Building. The square footage of the Premises as specified above includes an allocation of 2,406 square feet representing a pro rata share of the Building common areas described in the preceding sentence. The location of the Building within the Center is depicted on the site plan attached hereto as Exhibit A-1 and incorporated herein by this reference (the “Site Plan”). The schematic layout of the Premises and related common areas of the Building are depicted on the building plans attached hereto as Exhibit A-2 and incorporated herein by this reference (the “Building Plan”), with the common areas and Premises exclusive use areas on the first floor of the Building being depicted on Page 1 of the Building Plan and the second floor of the Building being depicted on Page 2 of the Building Plan. The parking areas, driveways, sidewalks, landscaped areas and other portions of the Center that lie outside the exterior walls of the buildings now or hereafter existing from time to time in the Center, as depicted in the Site Plan and as hereafter modified by Landlord from time to time in accordance with the provisions of this Lease, are sometimes referred to herein as the “Common Areas.” Such Common Areas include, but are not limited to, the “recreational area” which is currently maintained by Landlord in the area between the buildings at 2023 Stierlin Court and 2025 Stierlin Court, provided that the right of Tenant and other occupants of the Center to use such “recreational area” is subject to the right of the City of Mountain View to require that a portion of the recreational area be paved and converted to parking use at a time to be determined at the discretion of the City and/or the potential development of that area by Landlord or any subsequent owner of the Center.

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(b) As an appurtenance to Tenant’s leasing of the Premises pursuant to Section 1.1(a), Landlord hereby grants to Tenant, for the benefit of Tenant and its employees, suppliers, shippers, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, (i) the interior common areas of the Building as described above, (ii) those portions of the Common Areas improved from time to time for use as parking areas, driveways, sidewalks, landscaped areas, or for other common purposes, and (iii) all access easements and similar rights and privileges relating to or appurtenant to the Center and created or existing from time to time under any access easement agreements, declarations of covenants, conditions and restrictions, or other written agreements now or hereafter of record with respect to the Center, subject however to any limitations applicable to such rights and privileges under applicable law, under this Lease and/or under the written agreements creating such rights and privileges.

1.2 Landlord’s Reserved Rights. To the extent reasonably necessary to permit Landlord to exercise any rights of Landlord and discharge any obligations of Landlord under this Lease, Landlord shall have, in addition to the right of entry set forth in Section 12.1 hereof, the following rights: (i) to make changes to the interior Building common areas and/or the Common Areas, including, without limitation, changes in the location, size or shape of any portion of the Building common areas and/or the Common Areas, and to construct and/or relocate parking structures and/or parking spaces in the Center; (ii) to close temporarily any of the interior Building common areas or the Common Areas for maintenance or other reasonable purposes; (iii) to construct, alter or add to other buildings and Common Area improvements in the Center; (iv) to use the Common Areas while engaged in making additional improvements, repairs or alterations to the Center or any portion thereof; and (v) to do and perform such other acts with respect to the Building common areas, the Common Areas and the Center as may be necessary or appropriate. Landlord shall not exercise rights reserved to it pursuant to this Section 1.2 in such a manner as to cause any material diminution of Tenant’s rights, or any material increase of Tenant’s obligations, under this Lease, or in such a manner as to leave Tenant without reasonable parking or reasonable access to the Premises or otherwise to materially impair Tenant’s ability to use the Premises in a normal manner; provided, however, that the foregoing shall not limit or restrict Landlord’s right to undertake reasonable construction activity and Tenant’s use of the Premises shall be subject to reasonable temporary disruption incidental to such activity diligently prosecuted, so long as Landlord uses commercially reasonable efforts not to interfere with Tenant’s access to or use or occupancy of the Premises.

2. TERM

2.1 Term. The term of this Lease shall commence on the Lease Commencement Date as defined above. Tenant’s obligation to pay minimum rental and Operating Expenses under this Lease shall commence on May 1, 2007 (the “Rent Commencement Date”) and shall end on April 30, 2010 (the “Termination Date”), unless sooner terminated or extended as hereinafter provided.

2.2 Early Possession. Tenant shall have the right to enter and use the Premises for the purpose of conducting inspections and measurements, preparing drawings, constructing improvements in the Premises (subject to all the terms and conditions of Article 7 below and of the Workletter as defined below), installing fixtures and furniture, laboratory equipment, computer

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equipment, telephone equipment, low-voltage data wiring and personal property and performing other similar work preparatory to the commencement of Tenant’s business in the Premises, beginning upon the date Landlord notifies Tenant in writing that the Premises are available for such early access by Tenant (the “Early Access Date”), which Early Access Date is presently estimated to be on or about March 21, 2007 and shall in all events be no later than March 21, 2007, assuming final execution of this Lease on or before that date. Such early occupancy and possession by Tenant shall be subject to and upon all of the terms and conditions of this Lease (including, but not limited to, conditions relating to the payment of utilities and maintenance of required insurance by Tenant), except that (i) Tenant shall have no obligation to pay minimum rental or Operating Expenses for any period prior to the Rent Commencement Date, and (ii) such early possession shall not advance or otherwise affect the Rent Commencement Date or Termination Date determined under Section 2.1. To the extent Landlord and/or its contractors or consultants are also performing any work in the Premises prior to the Rent Commencement Date, Tenant shall not unreasonably interfere with or delay Landlord’s contractors or consultants by any early access, occupancy or possession under this Section 2.2, shall coordinate and cooperate with Landlord and its contractors and consultants (who shall similarly coordinate and cooperate with Tenant and its contractors) to minimize any interference or delay by either party with respect to the other party’s work following the Early Access Date, and shall indemnify Landlord and its agents and employees to the extent provided in Section 10.6(a) below and in Paragraph 4(c) of the Workletter in connection with Tenant’s early entry upon the Premises hereunder.

2.3 Condition of Premises. Tenant has had an opportunity to inspect the condition of the Premises and agrees to accept the Premises “as is” in their condition existing as of the Early Access Date, without any obligation on the part of Landlord to improve, alter, repair or clean the Premises in any way for Tenant’s occupancy hereunder, except as otherwise expressly provided herein. Notwithstanding the foregoing:

(a) Landlord shall deliver the Premises and all Building systems and existing improvements in “as is” condition, except that Landlord shall, at Landlord’s sole expense, perform all work necessary to cause the following (collectively, “Landlord’s Work”) to be true as soon as practicable after the Early Access Date (and in all events prior to the Rent Commencement Date): (i) the Building roof shall be in good and watertight condition; (ii) all existing Building systems (including, but not limited to, heating, ventilation and air conditioning, mechanical, electrical, plumbing and life safety systems) and utilities serving the Premises shall be in good working condition and operable in their current locations, prior to modifications (or damage, if any) as a result of Tenant’s improvements or use; and (iii) the Premises and Building and existing improvements therein, as delivered to Tenant prior to modifications (or damage, if any) as a result of Tenant’s improvements or use, shall comply with all applicable laws, ordinances, regulations and building codes (including, but not limited to, the Americans with Disabilities Act (“ADA”), subject to the allocation of ADA compliance responsibilities under Section 2.3(c) below. To the extent it is not reasonably practicable for Landlord’s Work to be completed by the Early Access Date, Landlord shall proceed diligently and with reasonable efforts to complete Landlord’s Work as promptly as practicable after the Early Access Date, and Landlord and Tenant shall continue to cooperate reasonably and in good faith with one another (and cause their respective consultants and contractors

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to cooperate reasonably and in good faith with one another) in the manner described in Section 2.2 above in connection with the concurrent performance of their respective work in the Building. Following Landlord’s written notice to Tenant that Landlord has completed Landlord’s Work and is delivering the Premises and the existing Building systems and improvements in the condition required above in this paragraph (“Landlord’s Completion Notice”), Tenant shall thereafter during the term of this Lease be responsible (subject, however, to any corrective obligations of Landlord as expressly set forth in this Section 2.3) for maintenance, repair and/or replacement of all such systems and improvements to the extent required under Article 8 hereof and any other applicable provisions of this Lease. Notwithstanding the preceding sentence, if Landlord’s obligations with respect to Landlord’s Work under this paragraph are violated in any respect, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation, except that Tenant shall be responsible for any such corrective work to the extent the condition(s) constituting the violation are attributable to modifications (or damage, if any) in the course of Tenant’s improvements to or use of the Premises; provided, however, that Tenant’s failure to give such written notice to Landlord regarding any alleged violation within one hundred twenty (120) days after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under this paragraph. TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3.

(b) As set forth in the Workletter attached hereto as Exhibit B and incorporated herein by this reference (the “Workletter”), Landlord shall provide Tenant with a tenant improvement allowance in the amount of up to Ten Dollars ($10.00) per square foot, equivalent to an aggregate allowance of up to Three Hundred Seventy-Two Thousand Nine Hundred Thirty and No/100 Dollars ($372,930.00) (the “Tenant Improvement Allowance”) towards the construction of Tenant Improvements by Tenant in the Premises. Tenant’s construction of such Tenant Improvements shall be governed by the provisions of Article 7 hereof and of the Workletter, and such Tenant Improvements shall be constructed in compliance with all of the provisions thereof (including, without limitation, all conditions relating to Landlord’s approval of plans and specifications), as well as the provisions of this Section 2.3. The Tenant Improvement Allowance shall not be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any cost or expense associated with any moveable furniture (except with respect to the cubicle modifications specifically listed in clause (iv) of Paragraph 1(g) of the Workletter), trade fixtures, personal property or any other item or element which, under the applicable provisions of this Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of this Lease. Any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant by April 30, 2008 shall expire and shall no longer be available to Tenant thereafter. Additional conditions and procedures relating to the disbursement of the Tenant Improvement Allowance shall be as set forth in the Workletter or as otherwise reasonably prescribed in writing by

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Landlord or its Project Manager (as designated in the Workletter). The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under this Lease and will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 hereof, nor shall any expiration of any portion of the Tenant Improvement Allowance as provided above result in any credit against or other adjustment with respect to the rental amounts set forth in Section 3.1 hereof.

(c) Landlord warrants to Tenant that the Premises and Building as they exist on the date of Landlord’s Completion Notice, but without regard to Tenant’s improvements therein or to the particular use (as opposed to the general use thereof) for which Tenant will occupy the Premises, shall not violate any covenants or restrictions of record or any applicable law, building code, regulation or ordinance in effect on the date of Landlord’s Completion Notice. Tenant warrants to Landlord that the Tenant Improvements and any other improvements constructed by Tenant in or about the Premises from time to time shall not violate any applicable law, building code, regulation or ordinance in effect at the time such improvements are placed in service. Without limiting the generality of the foregoing, the parties intend and acknowledge that Landlord shall be responsible for ADA and building code compliance for all improvements in the Building shell, Building common areas and Common Areas of the Center (including, but not limited to, existing Building access points, doors, entrances, elevators, ramps and common restrooms) as they exist on the date of Landlord’s Completion Notice (except to the extent, if any, that such improvements in the Building and/or Common Areas consist of or are materially affected by the improvements constructed by Tenant or by Tenant’s particular use of the Premises), subject to the express assignment of certain areas of responsibility to Tenant as set forth below, and that Tenant shall be responsible for ADA and building code compliance with respect to the restroom cores and other interior spaces within the Premises and any other ADA and building code compliance required in connection with or as a result of improvements constructed by Tenant. If it is determined that any of these warranties has been violated, then it shall be the obligation of the warranting party, after written notice from the other party, to correct the condition(s) constituting such violation promptly, at the warranting party’s sole cost and expense. TENANT ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, NEITHER LANDLORD NOR ANY AGENT OF LANDLORD HAS MADE ANY REPRESENTATION OR WARRANTY AS TO THE PRESENT OR FUTURE SUITABILITY OF THE CENTER OR THE PREMISES FOR THE CONDUCT OF TENANT’S BUSINESS OR PROPOSED BUSINESS THEREIN.

(d) Tenant shall be entitled to have the use (but not the ownership), during the Term of this Lease, at no additional rent, of all existing cubicles, desks, tables, chairs and other existing furnishings, fixtures, furniture systems and equipment (if any) located in the Premises and itemized in the inventory attached hereto as Exhibit D and incorporated herein by this reference (the “Exhibit D Property”). EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, LANDLORD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDITION, NATURE OR SUITABILITY OF ANY SUCH FURNISHINGS, FIXTURES OR EQUIPMENT, AND TENANT AGREES TO ACCEPT THE SAME “AS IS,” IN THEIR CONDITION EXISTING AS OF THE EARLY ACCESS DATE, and thereafter to be responsible for maintenance, repair and/or replacement of such furnishings, fixtures and equipment to the extent

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provided in, and in accordance with the provisions of, Article 8 hereof. Notwithstanding the foregoing, Landlord represents and warrants that it holds good Title to, and owns free and clear of all liens, the Exhibit D Property. Nothing in this paragraph shall be construed to authorize Tenant to remove or dispose of, or to require Landlord to approve or consent to the removal or disposal of, any of the Exhibit D Property. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to remove the Exhibit D Property at the expiration or earlier termination of this Lease.

2.4 Acknowledgment of Rent Commencement Date. Promptly following the Rent Commencement Date, Landlord and Tenant shall execute a written acknowledgment of the Rent Commencement Date, Termination Date and related matters, substantially in the form attached hereto as Exhibit C (with appropriate insertions), which acknowledgment shall be deemed to be incorporated herein by this reference. Notwithstanding the foregoing requirement, the failure of either party to execute such a written acknowledgment shall not affect the determination of the Rent Commencement Date, Termination Date and related matters in accordance with the provisions of this Lease.

2.5 Holding Over. If Tenant holds possession of the Premises or any portion thereof after the term of this Lease with Landlord’s written consent, then except as otherwise specified in such consent, Tenant shall become a tenant from month to month at one hundred twenty-five percent (125%) of the minimum rental and otherwise upon the terms herein specified for the period immediately prior to such holding over and shall continue in such status until the tenancy is terminated by either party upon not less than thirty (30) days prior written notice. If Tenant holds possession of the Premises or any portion thereof after the term of this Lease without Landlord’s written consent, then Landlord in its sole discretion may elect (by written notice to Tenant) to have Tenant become a tenant either from month to month or at will, at one hundred fifty percent (150%) of the minimum rental (prorated on a daily basis for an at-will tenancy, if applicable) and otherwise upon the terms herein specified for the period immediately prior to such holding over, or may elect to pursue any and all legal remedies available to Landlord under applicable law with respect to such unconsented holding over by Tenant. Tenant shall indemnify and hold Landlord harmless from any loss, damage, claim, liability, cost or expense (including reasonable attorneys’ fees) resulting from any delay by Tenant in surrendering the Premises or any portion thereof, including but not limited to any claims made by a succeeding tenant by reason of such delay, except to the extent (if applicable) that such delay has been expressly approved or consented to in writing by Landlord. Acceptance of rent by Landlord following expiration or termination of this Lease shall not constitute a renewal of this Lease.

2.6 Option to Extend Term. Tenant shall have the option to extend the term of this Lease, at the minimum rental set forth in Section 3.1(b) and otherwise upon all the terms and provisions set forth herein with respect to the initial term of this Lease, for one (1) additional period of two (2) years, commencing upon the expiration of the initial term hereof. Exercise of such option shall be by written notice to Landlord at least six (6) months and not more than twelve (12) months prior to the expiration of the initial term hereof. If Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date of such notice or on the date the extended term is to commence, then the exercise of the option shall be of no force or effect, the extended term shall not commence and this Lease shall expire at the end of the then current term hereof (or at such earlier time as

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Landlord may elect pursuant to the default provisions of this Lease). If Tenant properly exercises the extension option under this Section, then all references in this Lease (other than in this Section 2.6) to the “term” of this Lease shall be construed to include the extension term thus elected by Tenant. Except as expressly set forth in this Section 2.6, Tenant shall have no right to extend the term of this Lease beyond its prescribed term.

3. RENTAL

3.1

Minimum Rental.

(a) Rental Amounts . Except as otherwise expressly provided in this Lease, Tenant shall pay to Landlord as minimum rental for the Premises, in advance, without deduction, offset, notice or demand, on or before the Rent Commencement Date and on or before the first day of each subsequent calendar month of the initial term of this Lease, the following amounts per month:


Months	Sq Feet		PSF/mo		Monthly Minimum Rental
05/01/07 — 12/31/07		20,000	$	2.40	$	48,000.00
01/01/08 — 04/30/08		37,293	$	2.40	$	89,503.20
05/01/08 — 04/30/09		37,293	$	2.47	$	92,113.71
05/01/09 — 04/30/10		37,293	$	2.54	$	94,724.22

If the obligation to pay minimum rental hereunder for the initial term or for any renewal term commences on other than the first day of a calendar month or if the initial term or any renewal term of this Lease terminates on other than the last day of a calendar month, the minimum rental for such first or last month of the applicable initial or renewal term of this Lease, as the case may be, shall be prorated based on the number of days the applicable term of this Lease is in effect during such month. If an increase in minimum rental becomes effective on a day other than the first day of a calendar month, the minimum rental for that month shall be the sum of the two applicable rates, each prorated for the portion of the month during which such rate is in effect.

(b) Rental Amounts During Extended Term. If Tenant properly exercises its renewal option pursuant to Section 2.6 hereof, then the monthly minimum rental during the extended term shall be as follows:


Months	Sq Feet		Approx. PSF/mo		Monthly Minimum Rental
05/01/10 — 04/30/11		37,293	$	2.6416	$	98,513.19
05/01/11 — 04/30/12		37,293	$	2.7473	$	102,455.06

(c) Square Footage of Premises. The Building and Premises were fully constructed prior to the date of this Lease, have been measured by Landlord’s Architect and, applying the measurement formula customarily used by Landlord to measure square footage of buildings in the Center, the Premises have been determined to contain 37,293 square feet (including

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any “load factors,” allocations of first floor common areas or access space, etc.), which measurement is final and binding on the parties, is hereby accepted by the parties for all purposes under this Lease and is not subject to remeasurement or adjustment. The square footage used in Section 3.1(a) in calculating the monthly minimum rental for the first eight (8) months after the Rent Commencement Date, in being less than the entire square footage of the Premises, is not meant to imply any limitation on Tenant’s right or ability to have access to and to use the entire Premises during such months and during the period from the Early Access Date through the Rent Commencement Date, and shall not affect in any way the calculation of Tenant’s Operating Cost Share under Article 5 below (which shall be based on the entire square footage of the Premises throughout the term of this Lease, beginning on the Rent Commencement Date); such reduced square footage in Section 3.1(a) merely represents a method of implementing an economic agreement between the parties with respect to the calculation of Tenant’s minimum monthly rental obligation during such initial eight (8) months.

3.2 Late Charge. If Tenant fails to pay rental or other amounts due Landlord hereunder on or before the fifth (5th) day after the applicable rental or other amount is due, then (a) such unpaid rental or other amount shall bear interest for the benefit of Landlord at a rate equal to the lesser of ten percent (10%) per annum or the maximum rate permitted by law, from the date due to the date of actual payment, and (b) Tenant shall pay to Landlord a late charge in an amount equal to six percent (6%) of the applicable unpaid rental or other amount. Tenant acknowledges that late payment by Tenant to Landlord of rental or other amounts due hereunder will cause Landlord to incur costs not contemplated by this Lease, including, without limitation, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any loan relating to the Center. Tenant further acknowledges that it is extremely difficult and impractical to fix the exact amount of such costs and that the late charge set forth in this Section 3.2 represents a fair and reasonable estimate thereof. Acceptance of any late charge by Landlord shall not constitute a waiver of Tenant’s default with respect to overdue rental or other amounts, nor shall such acceptance prevent Landlord from exercising any other rights and remedies available to it. Acceptance of rent or other payments by Landlord shall not constitute a waiver of late charges or interest accrued with respect to such rent or other payments or any prior installments thereof, nor of any other defaults by Tenant, whether monetary or non-monetary in nature, remaining uncured at the time of such acceptance of rent or other payments.

4. TAXES

4.1 Personal Property. From and after the Rent Commencement Date (or, in the case of items brought onto the Property by Tenant prior to the Rent Commencement Date, from and after the date such items are brought onto the Property by Tenant), Tenant shall be responsible for and shall pay prior to delinquency all taxes and assessments levied against or by reason of any and all alterations, additions and items existing on or in the Premises from time to time during the term of this Lease and taxed as personal property rather than as real property, including (but not limited to) all Exhibit D Property and all personal property, trade fixtures and other property placed by Tenant on or about the Premises. Upon written request by Landlord, Tenant shall furnish Landlord with reasonably satisfactory evidence of Tenant’s payment thereof. If at any time during the term of this

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Lease any of said alterations, additions or personal property, whether or not belonging to Tenant, shall be taxed or assessed as part of the Center, then such tax or assessment shall be paid by Tenant to Landlord within fifteen (15) days after presentation by Landlord of copies of the tax bills in which such taxes and assessments are included and shall, for the purposes of this Lease, be deemed to be personal property taxes or assessments under this Section 4.1.

4.2 Real Property. To the extent any real property taxes and assessments on the Premises are assessed directly to Tenant, Tenant shall be responsible for and shall pay prior to delinquency all such taxes and assessments levied against the Premises. Upon written request by Landlord, Tenant shall furnish Landlord with reasonably satisfactory evidence of Tenant’s payment thereof. To the extent the Premises are taxed or assessed to Landlord following the Rent Commencement Date, such real property taxes and assessments shall constitute Operating Expenses (as that term is defined in Section 5.2 of this Lease) and shall be paid in accordance with the provisions of Article 5 of this Lease.

5. OPERATING EXPENSES

5.1

Payment of Operating Expenses.

(a) Tenant shall pay to Landlord, at the time and in the manner hereinafter set forth, as additional rental, Tenant’s Operating Cost Share of the Operating Expenses defined in Section 5.2, subject to adjustment pursuant to Section 5.1(b) when applicable. For purposes of this Section 5.1, “Tenant’s Operating Cost Share” shall be: (i) in the case of Operating Expenses that are reasonably allocable solely to the Premises, one hundred percent (100%); (ii) in the case of Operating Expenses that are reasonably allocable to the Building, fifty-five and one tenth percent (55.1%); and (iii) in the case of Operating Expenses (if any) that are determined and allocated on a Center-wide basis, five and sixteen hundredths percent (5.16%).

(b) Tenant’s Operating Cost Share as specified in Section 5.1(a) with respect to matters allocable to the Building or to the entire Center, as applicable, is based upon an area of 37,293 square feet for the Premises, an area of 67,684 square feet for the Building and an aggregate area of 722,788 square feet for all of the buildings presently located in the Center. If the actual area of the Premises or of any of the buildings existing from time to time in the Center changes for any reason (including, but not limited to, modification of existing buildings, construction of new buildings in the Center, or construction of new buildings on any adjacent property owned by Landlord and operated, for common area purposes, on an integrated basis with the Center, but in no event due merely to a remeasurement of improvements existing in the Premises, Building or Center as of the Lease Commencement Date), then Tenant’s Operating Cost Share shall be adjusted proportionately to reflect the new actual areas of the Premises and/or such other buildings, as applicable, as determined in good faith by Landlord’s architect on the same basis of measurement as applied in determining the existing square footage of the Building.

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5.2

Definition of Operating Expenses.

(a) Subject to the exclusions and provisions hereinafter contained and the allocation principles set forth in Section 5.1, the term “Operating Expenses” shall mean the total costs and expenses incurred by Landlord for management, operation and maintenance of the Building and the Center (but with respect to the Center, only to the extent such costs and expenses are incurred in connection with the Common Areas thereof, and excluding any costs incurred specifically in connection with any other buildings in the Center), including, without limitation, costs and expenses of (i) insurance (which may include, at Landlord’s option, environmental and seismic insurance as part of or in addition to any casualty or property insurance policy), property management, landscaping, and the operation, repair and maintenance of the Building and Common Areas; (ii) all utilities and services; (iii) real and personal property taxes and assessments or substitutes therefor levied or assessed against the Center or any part thereof, including (but not limited to) any possessory interest, use, business, license or other taxes or fees, any taxes imposed directly on gross rents or services, any assessments or charges for police or fire protection, housing, transit, open space, street or sidewalk construction or maintenance or other similar services from time to time by any governmental or quasi-governmental entity, and any other new taxes on landlords in addition to taxes now in effect; (iv) supplies, equipment, utilities and tools used in management, operation and maintenance of the Center; (v) capital improvements to the Center or the improvements therein, amortized over the useful life of such capital improvements as determined reasonably and in good faith by Landlord or its accountants on the basis of generally accepted accounting principles or tax accounting principles, consistently applied, (aa) which reduce or will cause future reduction of other items of Operating Expenses for which Tenant is otherwise required to contribute or (bb) which are required by law, ordinance, regulation or order of any governmental authority (excluding, however, any such expenses incurred by Landlord in complying with Landlord’s obligations under Section 2.3) or (cc) which are for the use or benefit of Tenant or are generally for the use and benefit of tenants and occupants of the Building or Center and which in either such event are reasonably consistent with the nature and quality of the Center as a first-class office and research and development campus; and (vi) any other costs (including, but not limited to, any parking or utilities fees or surcharges not otherwise specifically addressed elsewhere in this Lease) allocable to or paid by Landlord, as owner of the Center, pursuant to any applicable laws, ordinances, regulations or orders of any governmental or quasi-governmental authority or pursuant to the terms of the Declaration (as hereinafter defined) or of any other declarations of covenants, conditions and restrictions now or hereafter affecting the Center or any other property over which Tenant has non-exclusive usage rights as contemplated in Section 1.1(b) hereof. Operating Expenses shall not include any costs attributable to the initial construction of buildings or Common Area improvements in the Center, nor any costs attributable to buildings the square footage of which is not taken into account in determining Tenant’s Operating Cost Share under Section 5.1 for the applicable period. The distinction between items of ordinary operating maintenance and repair and

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items of a capital nature shall be made in accordance with generally accepted accounting principles applied on a consistent basis or in accordance with tax accounting principles, as determined reasonably and in good faith by Landlord’s accountants.

(b) Notwithstanding any other provisions of this Section 5.2, the following shall not be included within Operating Expenses: (i) rent paid to any ground lessor; (ii) the cost of constructing tenant improvements for any tenant of the Center; (iii) the costs of special services, goods or materials provided to any other tenant of the Center and not offered or made available to Tenant; (iv) repairs covered by proceeds of insurance or from funds provided by Tenant or any other tenant of the Center, or as to which any other tenant of the Center is obligated to make such repairs or to pay the cost thereof; (v) legal fees, advertising costs or other related expenses incurred by Landlord in connection with the leasing of space to individual tenants of the Center; (vi) repairs, alterations, additions, improvements or replacements needed to rectify or correct any defects in the design, materials or workmanship of the Building, the Center or the Common Areas; (vii) damage and repairs necessitated by the negligence or willful misconduct of Landlord or of Landlord’s employees, contractors or agents; (viii) executive salaries or salaries of service personnel (not above the level of property manager) to the extent that such personnel perform services other than in connection with the management, operation, repair or maintenance of the Building or the Center; (ix) Landlord’s general overhead expenses not related to the Building or the Center; (x) legal fees, accountants’ fees and other expenses incurred in connection with disputes with tenants or other occupants of the Center, or in connection with the enforcement of the terms of any leases with tenants or the defense of Landlord’s Title to or interest in the Center or any part thereof; (xi) costs incurred due to a violation by Landlord or any other tenant of the Center of the terms and conditions of any lease; (xii) costs of any service provided to Tenant or to other occupants of the Center for which Landlord is reimbursed other than through recovery of Operating Expenses; (xiii) personal property taxes due and payable by any other tenant of the Center; (xiv) costs incurred by Landlord pursuant to Article 13 of this Lease in connection with an event of casualty or condemnation (including, but not limited to, any applicable deductible and/or co-insurance amounts under applicable insurance policies with respect to any seismic event); (xv) costs incurred by Landlord in complying with its obligations under Section 2.3 of this Lease; (xvi) capital expenditures (except to the extent allowed pursuant to Section 5.2(a)); (xvii) principal or interest payments or finance charges on loans or other debts for borrowed money, whether or not secured by mortgages or trust deeds on the Building or Property; (xviii) depreciation of the Building and its equipment, amortization (except as provided in Section 5.2(a) above) and other similar non-cash charges; and (xix) costs incurred in connection with the presence of any hazardous substance or hazardous waste (as such terms are defined in Section 9.6) on, under or about the Property or the Center (but in the event of any use or release of such a hazardous substance or hazardous waste by Tenant or related parties as described in Section 9.6, Tenant’s responsibility therefor shall be determined pursuant to Section 9.6). In no event shall Landlord collect any amounts with respect to any individual item of Operating Expenses which would, when taken together with those amounts collected by Landlord from other tenants in the Building, exceed one hundred percent (100%) of the actual Operating Expenses incurred by Landlord with respect to such item.

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5.3 Determination of Operating Expenses. On or before the Rent Commencement Date and during the last month of each calendar year of the term of this Lease (“Expense Year”), or as soon thereafter as practical, Landlord shall provide Tenant notice of Landlord’s estimate of the Operating Expenses for the ensuing Expense Year or applicable portion thereof. On or before the first day of each month during the ensuing Expense Year or applicable portion thereof, beginning on the Rent Commencement Date, Tenant shall pay to Landlord Tenant’s Operating Cost Share of the portion of such estimated Operating Expenses allocable (on a pro rata basis) to such month; provided, however, that if such notice is not given in the last month of an Expense Year, Tenant shall continue to pay on the basis of the prior year’s estimate, if any, until the month after such notice is given. If at any time or times it appears to Landlord that the actual Operating Expenses for an Expense Year will vary from Landlord’s previous estimate by more than five percent (5%), Landlord may, by notice to Tenant, revise its estimate for the applicable Expense Year and subsequent payments by Tenant for such Expense Year shall be based upon such revised estimate.

5.4

Final Accounting for Expense Year.

(a) Within ninety (90) days after the close of each Expense Year, or as soon after such 90-day period as practicable, Landlord shall deliver to Tenant a statement of Tenant’s Operating Cost Share of the Operating Expenses for such Expense Year prepared by Landlord from Landlord’s books and records. If on the basis of such statement Tenant owes an amount that is more or less than the estimated payments for such Expense Year previously made by Tenant, Tenant or Landlord, as the case may be, shall pay the deficiency to the other party within thirty (30) days after delivery of the statement. Failure or inability of Landlord to deliver the annual statement within such ninety (90) day period shall not impair or constitute a waiver of Tenant’s obligation to pay Operating Expenses, or cause Landlord to incur any liability for damages; provided, however, that if Landlord fails to deliver its annual statement for any Expense Year within six (6) months after the end of such Expense Year, then Landlord shall be deemed to have waived its right to recover from Tenant any deficiency in the payment of Tenant’s Operating Cost Share with respect to such Expense Year. The foregoing proviso shall not, however, be construed to excuse Landlord from its obligation to deliver such annual statement or to deprive Tenant of its right to recover from Landlord any overpayment of Tenant’s Operating Cost Share with respect to such Expense Year.

(b) At any time within three (3) months after receipt of Landlord’s annual statement of Operating Expenses as contemplated in Section 5.4(a), Tenant shall be entitled, upon reasonable written notice to Landlord and during normal business hours at Landlord’s office or such other reasonable places as Landlord shall designate, to inspect and examine those books and records of Landlord relating to the determination of Operating Expenses for the immediately preceding Expense Year covered by such annual statement or, if Tenant so elects by written notice to Landlord, to request an independent audit of such books and records. Any such independent audit of the books and records shall be conducted by a certified public accountant reasonably acceptable to both Landlord and Tenant or, if the parties are unable to agree, by a certified public accountant appointed by the Presiding Judge of the Santa Clara County Superior Court upon the application of either Landlord or Tenant (with notice to the other party). In either event, such certified public accountant shall be one who is not then employed in any capacity by Landlord or Tenant or by any of their respective affiliates. The audit shall be limited to the determination of the amount of Operating

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Expenses for the subject Expense Year, and shall be based on generally accepted accounting principles and tax accounting principles, consistently applied. If it is determined, by mutual agreement of Landlord and Tenant or by independent audit, that the amount of Operating Expenses billed to or paid by Tenant for the applicable Expense Year was incorrect, then the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days after the final determination of such deficiency or overpayment. All costs and expenses of the audit shall be paid by Tenant unless the audit shows that Landlord overstated Operating Expenses for the subject Expense Year by more than five percent (5%), in which case Landlord shall pay all costs and expenses of the audit. Tenant shall be deemed to have approved Landlord’s annual statement of Operating Expenses, and shall be barred from raising any claims regarding Operating Expenses for the period covered by such annual statement, except to the extent Tenant specifically identifies any objections or claims based on such annual statement, in reasonable detail, by written notice to Landlord within four (4) months after Tenant’s receipt of the applicable annual statement. To the extent Tenant provides Landlord with timely written notice of any such objections or claims, Landlord and Tenant shall cooperate reasonably and in good faith to try to resolve the objections or claims raised by Tenant, which cooperation may include the use of an independent audit initiated by Tenant as contemplated above. Each party agrees to maintain the confidentiality of the findings of any audit in accordance with the provisions of this Section 5.4.

5.5 Proration. If the date on which Tenant’s obligation for payment of Tenant’s Operating Cost Share commences falls on a day other than the first day of an Expense Year or if this Lease terminates on a day other than the last day of an Expense Year, then the amount of Operating Expenses payable by Tenant with respect to such first or last partial Expense Year shall be prorated on the basis which the number of days during such Expense Year in which this Lease is in effect bears to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Section 5.4 to be performed after such termination.

6. UTILITIES

6.1 Payment. Commencing with the Early Access Date and thereafter throughout the term of this Lease (including the early possession period under Section 2.2 above), Tenant shall pay, before delinquency, all charges for water, gas, heat, light, electricity, power, sewer, telephone, alarm system, janitorial and other services or utilities supplied to or consumed in or with respect to the Premises (other than any costs for water, electricity or other services or utilities furnished with respect to the Building common areas or the Common Areas of the Center, which costs shall be paid by Landlord and shall constitute Operating Expenses under Section 5.2 hereof), including any taxes on such services and utilities. To the extent the utilities and services supplied to the Premises are not separately metered, then the amount thereof shall be allocated in a reasonable, good faith and appropriate manner by Landlord between the Premises and the remainder of the Building or other areas sharing such utilities or services, and the portion thereof allocable to the Premises may, in Landlord’s discretion, either be included in Operating Expenses allocable to the Premises under Section 5.1 hereof or be billed directly to Tenant and paid or reimbursed by Tenant within twenty (20) days after receipt of Landlord’s statement and request for payment, accompanied by reasonable supporting documentation evidencing the calculation or determination of the amount for which

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payment or reimbursement is requested. Notwithstanding the foregoing provisions, during any portion of the period prior to the Rent Commencement Date in which Landlord is performing repairs or construction of improvements in the Premises, (a) if Tenant is neither operating its business in the Premises nor performing any material construction of improvements in the Premises, Landlord shall bear all utilities charges for the Premises; and (b) if Tenant is operating its business in the Premises and/or performing any material construction of improvements in the Premises, utilities charges for the Premises shall be allocated between Landlord and Tenant on the basis of Landlord’s reasonable, good faith estimate of their respective usage of such utilities.

6.2 Interruption. There shall be no abatement of rent or other charges required to be paid hereunder and Landlord shall not be liable in damages or otherwise for interruption or failure of any service or utility furnished to or used with respect to the Premises, the Building or the Center because of accident, making of repairs, alterations or improvements, severe weather, difficulty or inability in obtaining services or supplies, labor difficulties or any other cause. Notwithstanding the foregoing provisions of this Section 6.2, however, in the event of any interruption or failure of any service or utility to the Premises that (a) is caused in whole or in material part by the active negligence or willful misconduct of Landlord or its agents, employees or contractors and (b) continues for more than three (3) business days and (c) materially impairs Tenant’s ability to use the Premises for the intended purpose hereunder, then following such three (3) business day period, Tenant’s obligations for payment of rent and other charges under this Lease shall be abated in proportion to the degree of impairment of Tenant’s use of the Premises, and such abatement shall continue until Tenant’s use of the Premises is no longer materially impaired thereby. Tenant expressly waives any benefits of any applicable existing or future law (including, but not limited to, the provisions of California Civil Code Section 1932(1)) permitting the termination of a lease due to any such interruption or failure of any service or utility, it being the intention of the parties that their respective rights in such circumstances shall be governed solely by the provisions of this Section 6.2.

7. ALTERATIONS; SIGNS

7.1 Right to Make Alterations. Tenant shall make no alterations, additions or improvements to the Premises, other than interior non-structural alterations in the Premises costing less than (i) Twenty-Five Thousand Dollars ($25,000) for any single alteration or improvement or set of related and substantially concurrent alterations or improvements, and (ii) Fifty Thousand Dollars ($50,000) in the aggregate during any twelve (12) month period, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. All such alterations, additions and improvements shall be completed with due diligence in a good and workmanlike manner, in compliance with plans and specifications approved in writing by Landlord and in compliance with all applicable laws, ordinances, rules and regulations, and to the extent Landlord’s consent is not otherwise required hereunder for such alterations, additions or improvements, Tenant shall give prompt written notice thereof to Landlord. Tenant shall cause any contractors engaged by Tenant for work in the Building or in the Center to maintain public liability and property damage insurance, and other customary insurance, with such terms and in such amounts as Landlord may reasonably require, naming as additional insureds Landlord and any of its partners, shareholders, property managers, project managers and lenders designated in writing by

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Landlord to Tenant for this purpose, and shall furnish Landlord with certificates of insurance or other evidence that such coverage is in effect. Notwithstanding any other provisions of this Section 7.1, under no circumstances shall Tenant make any structural alterations or improvements, or any changes to the roof or equipment installations on the roof, or any alterations materially affecting any building systems, without Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

7.2 Title to Alterations. All alterations, additions and improvements installed by Tenant in, on or about the Premises, the Building or the Center (including, but not limited to, lab benches, fume hoods, clean rooms, cold rooms and other similar improvements and equipment) shall become part of the Property and shall become the property of Landlord, unless Landlord elects to require Tenant to remove the same upon the termination of this Lease; provided, however, that the foregoing shall not apply to Tenant’s movable furniture, equipment and trade fixtures, except to the extent any such items are specifically described in the parenthetical in the initial portion of this sentence and are designed to be portable or removable in nature (i.e., installable and removable without any material adverse impact on the existing improvements and Building systems in the Building). Tenant shall promptly repair any damage caused by its removal of any such furniture, equipment or trade fixtures. Notwithstanding any other provisions of this Article 7, however, (a) under no circumstances shall Tenant have any right to remove from the Premises or the Building, at the expiration or termination of this Lease, any lab benches, fume hoods, clean rooms, cold rooms or other similar improvements and equipment installed in the Building, even if such equipment and improvements were installed by Tenant (other than portable or removable clean rooms described at the end of the first sentence of this Section); (b) under no circumstances shall Tenant have any right to remove from the Premises or the Building, at the expiration or termination of this Lease, any alterations, additions, improvements or equipment acquired, constructed or installed with the use, in whole or in part, of any funds from the Tenant Improvement Allowance; (c) if Tenant requests Landlord’s written consent to any alterations, additions or improvements under Section 7.1 hereof and, in requesting such consent, asks that Landlord specify whether Landlord will require removal of such alterations, additions or improvements upon termination or expiration of this Lease (or, for those alterations not requiring Landlord’s consent, if Tenant so requests Landlord’s determination in writing), then Landlord shall not be entitled to require such removal unless Landlord specified its intention to do so at the time of granting of Landlord’s consent to the requested alterations, additions or improvements; and (d) in the case of Tenant Improvements constructed by Tenant under the Workletter, Landlord shall not be entitled to require removal of such Tenant Improvements upon termination or expiration of this Lease unless Landlord specifies its intention to do so at the time of granting of Landlord’s approval of the plans and specifications for the applicable elements of such Tenant Improvements. Notwithstanding any other provisions of this Article 7, (i) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (ii) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that the items described in this clause (ii) are

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characterized in this Section 7.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items to the extent provided in Article 10 hereof and bear the risk of loss with respect to such items to the extent provided in Article 13 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of the Tenant Improvements have been funded through the Tenant Improvement Allowance and which (if any) have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.

7.3 Tenant Trade Fixtures. Subject to the third sentence of Section 7.2 and to Section 7.5, Tenant may install, remove and reinstall trade fixtures without Landlord’s prior written consent, except that installation and removal of any trade fixtures which affect the Building systems or the exterior or structural portions of the Building shall require Landlord’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Subject to the provisions of Section 7.5, the foregoing shall apply to Tenant’s signs, which Tenant shall have the right to place and remove and replace (a) only with Landlord’s prior written consent as to location, size and composition, which consent shall not be unreasonably withheld, conditioned or delayed, and (b) only in compliance with all restrictions and requirements of applicable law and of any covenants, conditions and restrictions or other written agreements now or hereafter applicable to the Center. Tenant shall immediately repair any damage caused by installation and removal of trade fixtures under this Section 7.3.

7.4 No Liens. Tenant shall at all times keep the Building and the Center free from all liens and claims of any contractors, subcontractors, materialmen, suppliers or any other parties employed either directly or indirectly by Tenant in construction work on the Building or the Center. Tenant may contest any claim of lien, but only if, prior to such contest, Tenant either (i) posts security in the amount of the claim, plus estimated costs and interest, or (ii) records a bond of a responsible corporate surety in such amount as may be required to release the lien from the Building and the Center. Tenant shall indemnify, defend and hold Landlord harmless against any and all liability, loss, damage, cost and other expenses, including, without limitation, reasonable attorneys’ fees, arising out of claims of any lien for work performed or materials or supplies furnished at the request of Tenant or persons claiming under Tenant.

7.5 Signs. Without limiting the generality of the provisions of Section 7.3 hereof, Tenant shall have the right to install building and monument signage consistent with the size, quality and nature of the existing signage, at Tenant’s sole expense, subject to Landlord’s prior approval as to location, size, design and composition (which approval shall not be unreasonably withheld or delayed), subject to the established sign criteria for the Center and subject to all restrictions and requirements of applicable law and of any covenants, conditions and restrictions or other written agreements now or hereafter applicable to the Center. In addition, Tenant shall have the right, at Tenant’s sole expense and subject to Landlord’s prior approval as to location, size, design and composition (which approval shall not be unreasonably withheld, conditioned or delayed), to install

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directional signage in the first floor lobby of the Building indicating the location of Tenant’s Premises.

8. MAINTENANCE AND REPAIRS

8.1 Landlord’s Obligation for Maintenance. Landlord shall repair, maintain and replace or cause to be repaired, maintained and replaced, as reasonably determined by Landlord to be necessary or appropriate, the Common Areas of the Center; the common or shared lobbies, corridors, bathrooms and other common or shared areas or facilities in the Building;•the roof, exterior walls and other structural portions of the Building; exterior windows; the elevators serving the Building; and the mechanical (including HVAC), electrical, plumbing (up to the “T” junction(s) serving the Premises) and sewer, and fire/life safety systems serving the Building and the Premises. Landlord shall make HVAC service available to the Premises in quantities appropriate for customary office usage during normal business hours, at no extra charge to Tenant, and shall also make after-hours HVAC service available to the Premises, upon request by Tenant, for an additional charge calculated on the basis of a commercially reasonable rate specified by Landlord from time to time (but not to exceed Landlord’s actual cost of providing such after-hours service). Landlord shall also provide night janitorial service (including commercially reasonable janitorial services substantially equivalent to those provided by landlords in comparable office buildings in the vicinity of the Center) each weekday night for the Premises and the other tenant spaces in the Building. The cost of all work performed by Landlord under this Section 8.1 may, in Landlord’s discretion, either (x) be treated as an Operating Expense hereunder or (y) be charged back by Landlord for direct reimbursement by the tenant(s) to whose premises the applicable work relates, in which event such reimbursement shall be paid to Landlord within twenty (20) days after Tenant’s receipt of Landlord’s written statement identifying the requested reimbursement and providing reasonable supporting information for the nature and cost of the work for which reimbursement is requested; provided, however, that Landlord shall consult reasonably and in good faith with Tenant prior to electing to apply the direct chargeback approach described in the preceding clause (y) with respect to any particular item of work or expense. The cost provisions of the preceding sentence shall not apply, however, to the extent the applicable work by Landlord (i) is required due to the negligence of Landlord; (ii) involves the repair or correction of a condition or defect that Landlord is required to correct pursuant to Section 2.3 hereof; (iii) is a capital expense not includible (or in excess of the amounts includible on an amortized basis) as an Operating Expense under Section 5.2 hereof, or is otherwise expressly excluded from treatment as an Operating Expense under any other applicable provision of Section 5.2 hereof; (iv) results from an event of casualty or condemnation covered by Article 13 hereof (in which event the provisions of such Article 13 shall govern the parties’ respective rights and obligations); or (v) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 10.6 hereof, subject to the release set forth

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in Section 10.4 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s expense, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect.

8.2

Tenant’s Obligation for Maintenance.

(a) Good Order, Condition and Repair. Except as provided in Section 8.1 hereof, and subject to the provisions of Article 13 hereof (which shall be controlling in the event of any casualty or condemnation covered by such Article 13) and of Section 2.3 hereof (which shall be controlling in the event of any repairs or corrective work covered by such Section 2.3), Tenant at its sole cost and expense shall keep and maintain in good and sanitary order, condition and repair the Premises and every part thereof, wherever located, including but not limited to the signs, interior, ceiling, plumbing and sewer systems (within the Premises and up to the “T” junction(s) serving the Premises), telephone and communications systems serving the Premises, any supplemental or auxiliary mechanical systems (including, but not limited to, HVAC equipment) installed by Tenant to serve the Premises, all doors, door checks, windows, plate glass, door fronts, fixtures, partitions, interior side of demising walls, lighting, wall surfaces, floor surfaces and coverings and ceiling surfaces and coverings of the Premises, and all other interior repairs, foreseen and unforeseen, with respect to the Premises, as required. To the extent Landlord has any third-party warranties or service contracts on any improvements or systems in the Premises which are Tenant’s obligation to maintain during the term of this Lease, Landlord agrees to assign such warranties or service contracts to Tenant, to the extent practicable, and to use reasonable efforts to enforce for Tenant’s benefit (and at Tenant’s expense) any such warranties or service contracts which it is not practicable to assign to Tenant.

(b) Landlord’s Remedy. If Tenant fails to make or perform promptly any repairs or maintenance which are the obligation of Tenant hereunder and such failure continues for more than ten (10) days after written notice from Landlord specifying the required repairs (except in case of emergency, in which event no such prior notice shall be required, and except that in the case of repairs or maintenance which cannot reasonably be performed within such 10-day period, the provisions of this paragraph shall apply only if Tenant fails to commence performance within such 10-day period and thereafter to pursue such performance diligently to completion), Landlord shall have the right, but shall not be required, to enter the Premises and make the repairs or perform the maintenance necessary to restore the Premises to good and sanitary order, condition and repair. Immediately on demand from Landlord, the actual out-of-pocket cost incurred by Landlord in making such repairs shall be due and payable by Tenant to Landlord.

(c) Condition upon Surrender. At the expiration or sooner termination of this Lease, Tenant shall surrender the Premises and Building and the improvements located therein, including any additions, alterations and improvements thereto (except for items which Tenant is permitted and elects to remove, or is required to remove, pursuant to the provisions of this Lease), broom clean, in good and sanitary order, condition and repair, ordinary wear and tear and casualty damage (the latter of which shall be governed by the provisions of Article 13 hereof) excepted, first, however, removing all goods and effects of Tenant, all signage installed by Tenant and all fixtures and items required to be removed or specified to be removed at Landlord’s election pursuant to this

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Lease (including, but not limited to, any such removal required as a result of an election duly made by Landlord to require such removal as contemplated in Section 7.2), and repairing any damage caused by such removal. Tenant shall not have the right to remove fixtures or equipment if Tenant is in default hereunder (beyond any applicable cure period), unless Landlord specifically waives this provision in writing. Tenant expressly waives any and all interest in any personal property and trade fixtures not removed from the Center by Tenant at the expiration or termination of this Lease, agrees that any such personal property and trade fixtures may, at Landlord’s election, be deemed to have been abandoned by Tenant, and authorizes Landlord (at its election and without prejudice to any other remedies under this Lease or under applicable law) to remove and either retain, store or dispose of such property at Tenant’s cost and expense, and Tenant waives all claims against Landlord for any damages resulting from any such removal, storage, retention or disposal.

9. USE OF PROPERTY

9.1 Permitted Use. Subject to Sections 9.3, 9.4 and 9.6 hereof, Tenant shall use the Premises solely for an office, research and development, engineering and storage facility, including (but not limited to) lab (if applicable), administrative offices, and other lawful purposes and facilities reasonably related to or incidental to such specified uses (subject in each case to receipt of all necessary approvals from the City of Mountain View and all other governmental agencies having jurisdiction over the Premises), and for no other purpose, unless Landlord in its sole discretion otherwise consents in writing.

9.2 [Intentionally omitted.]

9.3 No Nuisance. Tenant shall not use the Premises for or carry on or permit within the Center or any part thereof any offensive, noisy or dangerous trade, business, manufacture, occupation, odor or fumes, or any nuisance or anything against public policy, nor interfere with the rights or business of Landlord in the Building or the Center, nor commit or allow to be committed any waste in, on or about the Center. Tenant shall not do or permit anything to be done in or about the Center, nor bring nor keep anything therein, which will in any way cause the Center or any portion thereof to be uninsurable with respect to the insurance required by this Lease or with respect to standard fire and extended coverage insurance with vandalism, malicious mischief and riot endorsements.

9.4 Compliance with Laws. Tenant shall not use the Premises, the Building or the Center or permit the Premises, the Building or the Center to be used in whole or in part for any purpose or use that is in violation of any applicable laws, ordinances, regulations or rules of any governmental agency or public authority. Tenant shall keep the Premises equipped with all safety appliances required by law, ordinance or insurance on the Center, or any order or regulation of any public authority, because of Tenant’s particular use (as opposed to the general use thereof) of the Premises. Tenant shall procure all licenses and permits required for Tenant’s use of the Premises. Tenant shall use the Premises in strict accordance with all applicable ordinances, rules, laws and regulations and shall comply with all requirements of all governmental authorities now in force or which may hereafter be in force pertaining to the use of the Premises and the Center by Tenant, including, without limitation, regulations applicable to noise, water, soil and air pollution, and making such

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nonstructural alterations and additions thereto as may be required from time to time by such laws, ordinances, rules, regulations and requirements of governmental authorities or insurers of the Center (collectively, “Requirements”) because of Tenant’s construction of improvements in or other particular use of the Premises or the Center. Any structural alterations or additions required from time to time by applicable Requirements because of Tenant’s construction of improvements in the Premises or other particular use of the Center shall, at Landlord’s election, either (i) be made by Tenant, at Tenant’s sole cost and expense, in accordance with the procedures and standards set forth in Section 7.1 for alterations by Tenant, or (ii) be made by Landlord at Tenant’s sole cost and expense, in which event Tenant shall pay to Landlord as additional rent, within ten (10) days after demand by Landlord, an amount equal to all reasonable and actual out-of-pocket costs incurred by Landlord in connection with such alterations or additions. The judgment of any court, or the admission by Tenant in any proceeding against Tenant, that Tenant has violated any law, statute, ordinance or governmental rule, regulation or requirement shall be conclusive of such violation as between Landlord and Tenant.

9.5 Liquidation Sales. Tenant shall not conduct or permit to be conducted any auction, bankruptcy sale, liquidation sale, or going out of business sale, in, upon or about the Center, whether said auction or sale be voluntary, involuntary or pursuant to any assignment for the benefit of creditors, or pursuant to any bankruptcy or other insolvency proceeding.

9.6

Environmental Matters.

(a) For purposes of this Section, “hazardous substance” shall mean (i) the substances included within the definitions of the term “hazardous substance” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§ 9601 et seq., and the regulations promulgated thereunder, as amended, (ii) the substances included within the definition of “hazardous substance” under the California Carpenter-Presley-Tanner Hazardous Substance Account Act, California Health & Safety Code §§ 25300 et seq., and regulations promulgated thereunder, as amended, (iii) the substances included within the definition of “hazardous materials” under the Hazardous Materials Release Response Plans and Inventory Act, California Health & Safety Code §§ 25500 et and regulations promulgated thereunder, as amended, (iv) the substances included within the definition of “hazardous substance” under the Underground Storage of Hazardous Substances provisions set forth in California Health & Safety Code §§ 25280 et seq., and (v) petroleum or any fraction thereof; “hazardous waste” shall mean (i) any waste listed as or meeting the identified characteristics of a “hazardous waste” under the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq., and regulations promulgated pursuant thereto, as amended (collectively, “RCRA”), (ii) any waste meeting the identified characteristics of “hazardous waste,” “extremely hazardous waste” or “restricted hazardous waste” under the California Hazardous Waste Control Law, California Health & Safety Code §§ 25100 et and regulations promulgated pursuant thereto, as amended (collectively, the “CHWCL”), and/or (iii) any waste meeting the identified characteristics of “medical waste” under California Health & Safety Code §§ 25015-25027.8, and regulations promulgated thereunder, as amended; “hazardous waste facility” shall mean a hazardous waste facility as defined under the CHWCL; and “pollutant” shall mean all substances defined as a “pollutant,” “pollution,” “waste,”

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“contamination” or “hazardous substance” under the Porter-Cologne Water Quality Control Act, California Water Code §§ 13000 et seq.

(b) Without limiting the generality of the obligations set forth in Section 9.4 of this lease:

(i) Tenant shall not cause or permit any hazardous substance or hazardous waste to be brought upon, kept, stored or used in or about the Center without the prior written consent of Landlord, which consent shall not be unreasonably withheld, except that Tenant, in connection with its permitted use of the Premises and the Center as provided in Section 9.1, may keep, store and use materials that constitute hazardous substances which are customary for such permitted use, provided such hazardous substances are kept, stored and used in quantities which are customary for such permitted use and are kept, stored and used in full compliance with clauses (ii) and (iii) immediately below.

(ii) Tenant shall comply with all applicable laws, rules, regulations, orders, permits, licenses and operating plans of any governmental authority with respect to the receipt, use, handling, generation, transportation, storage, treatment and/or disposal of hazardous substances or wastes by Tenant or its agents or employees, and Tenant will provide Landlord with copies of all permits, licenses, registrations and other similar documents that authorize Tenant to conduct any such activities in connection with its authorized use of the Premises and the Center from time to time.

(iii) Tenant shall not (A) operate on or about the Center any facility required to be permitted or licensed as a hazardous waste facility or for which interim status as such is required, nor (B) store any hazardous wastes on or about the Center for ninety (90) days or more, nor (C) conduct any other activities on or about the Center that could result in the Center or any portion thereof being deemed to be a “hazardous waste facility” (including, but not limited to, any storage or treatment of hazardous substances or hazardous wastes which could have such a result), nor (D) store any hazardous wastes on or about the Center in violation of any federal or California laws or in violation of the terms of any federal or state licenses or permits held by Tenant.

(iv) Tenant shall not install any underground storage tanks on the Property without the prior written consent of Landlord and prior approval by all applicable governmental authorities. If and to the extent that Tenant obtains all such required consents and approvals and installs any underground storage tanks on the Property, Tenant shall comply with all applicable laws, rules, regulations, orders and permits relating to such underground storage tanks (including any installation, monitoring, maintenance, closure and/or removal of such tanks) as such tanks are defined in California Health & Safety Code § 25281(x), including, without limitation, complying with California Health & Safety Code §§ 25280-25299.7 and the regulations promulgated thereunder, as amended. Tenant shall furnish to Landlord copies of all registrations and permits

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issued to or held by Tenant from time to time for any and all underground storage tanks located on or under the Property.

(v) If applicable, Tenant shall provide Landlord in writing the following information and/or documentation within fifteen (15) days after the Rent Commencement Date, and shall update such information at least annually, on or before each anniversary of the Rent Commencement Date, to reflect any change in or addition to the required information and/or documentation (provided, however, that in the case of the materials described in subparagraphs (B), (C) and (E) below, Tenant shall not be required to deliver copies of such materials to Landlord but shall maintain copies of such materials to such extent and for such periods as may be required by applicable law and shall permit Landlord or its representatives to inspect and copy such materials during normal business hours at any time and from time to time upon reasonable notice to Tenant):

(A) A list of all hazardous substances, hazardous wastes and/or pollutants that Tenant receives, uses, handles, generates, transports, stores, treats or disposes of from time to time in connection with its operations in the Center, other than de minimis amounts of hazardous substances found in customary commercial office and cleaning supplies.

(B) All Material Safety Data Sheets (“MSDS’s”), if any, required to be completed with respect to the operations of Tenant at the Center from time to time in accordance with Title 26, California Code of Regulations § 8-5194 or 42 U.S.C. § 11021, or any amendments thereto, and any Hazardous Materials Inventory Sheets that detail the MSDS’s.

(C) All Hazardous Waste Manifests, if any, that Tenant is required to complete from time to time under California Health & Safety Code § 25160, any regulations promulgated thereunder, any similar successor provisions and/or any amendments to any of the foregoing, in connection with its operations in the Center.

(D) Any Hazardous Materials Management Plan required from time to time with respect to Tenant’s operations in the Center, pursuant to California Health & Safety Code §§ 25500 et any regulations promulgated thereunder, any similar successor provisions and/or any amendments to any of the foregoing.

(E) Any Air Toxics Emissions Inventory Plan required from time to time with respect to Tenant’s operations in the Center, pursuant to California Health & Safety Code §§ 44340 et seq., any regulations promulgated thereunder, any similar successor provisions and/or any amendments to any of the foregoing.

(F) Any biennial Hazardous Waste Generator reports or notifications furnished by Tenant to the California Department of Toxic Substances Control or other applicable governmental authorities from time to time pursuant to California Code of Regulations Title 22, § 66262.41, any similar successor provisions and/or any amendments to any of the foregoing, in connection with Tenant’s operations in the Center.

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(G) Any Hazardous Waste Generator Reports regarding source reductions, as required from time to time pursuant to California Health & Safety Code §§ 25244.20 et seq., any regulations promulgated thereunder, any similar successor provisions and/or any amendments to any of the foregoing, in connection with Tenant’s operations in the Center.

(H) Any Hazardous Waste Generator Reports or notifications not otherwise described in the preceding subparagraphs and required from time to time pursuant to California Health & Safety Code § 25153.6, California Code of Regulations Title 22, Division 4.5, Chapter 12, §§ 66262.10 et seq. (“Standards Applicable to Generators of Hazardous Waste”), any other regulations promulgated thereunder, any similar successor provisions and/or any amendments to any of the foregoing, in connection with Tenant’s operations in the Center.

(I) All industrial wastewater discharge permits issued to or held by Tenant from time to time in connection with its operations in the Center, and all air quality management district permits issued to or held by Tenant from time to time in connection with its operations in the Center.

(J) Copies of any other lists or inventories of hazardous substances, hazardous wastes and/or pollutants on or about the Center that Tenant is otherwise required to prepare and file from time to time with any governmental or regulatory authority.

(vi) Tenant shall secure Landlord’s prior written approval for any proposed receipt, storage, possession, use, transfer or disposal of “radioactive materials” or “radiation,” as such materials are defined in Title 26, California Code of Regulations § 17-30100, and/or any other materials possessing the characteristics of the materials so defined, which approval Landlord may withhold in its sole and absolute discretion; provided, that such approval shall not be required for any radioactive materials (x) for which Tenant has secured prior written approval of the Nuclear Regulatory Commission and delivered to Landlord a copy of such approval (if applicable), or (y) which Tenant is authorized to use pursuant to the terms of any radioactive materials license issued by the State of California. Tenant, in connection with any such authorized receipt, storage, possession, use, transfer or disposal of radioactive materials or radiation, shall:

(A) Comply with all federal, state and local laws, rules, regulations, orders, licenses and permits issued to or applicable to Tenant with respect to its operations in the Center;

(B) Maintain, to such extent and for such periods as may be required by applicable law, and permit Landlord and its representatives to inspect during

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normal business hours at any time and from time to time upon reasonable notice to Tenant, a list of all radioactive materials or radiation received, stored, possessed, used, transferred or disposed of by Tenant or in connection with Tenant’s operations in the Center from time to time, to the extent not already disclosed through delivery of a copy of a Nuclear Regulatory Commission approval with respect thereto as contemplated above; and

(C) Maintain, to such extent and for such periods as may be required by applicable law, and permit Landlord or its representatives to inspect during normal business hours at any time and from time to time upon reasonable notice to Tenant, all licenses, registration materials, inspection reports, governmental orders and permits in connection with the receipt, storage, possession, use, transfer or disposal of radioactive materials or radiation by Tenant or in connection with Tenant’s operations in the Center from time to time.

(vii) Tenant shall comply with any and all applicable laws, rules, regulations and orders of any governmental authority with respect to the release into the environment of any hazardous wastes, hazardous substances, pollutants, radiation or radioactive materials by Tenant or its agents or employees. Tenant shall give Landlord immediate verbal notice of any unauthorized release of any such hazardous wastes, hazardous substances, pollutants, radiation or radioactive materials into the environment, shall follow such verbal notice with written notice to Landlord of such release within two (2) business days of the time at which Tenant became aware of such release, and shall provide Landlord with a copy of any written report or disclosure filed by Tenant with any governmental authority with respect to such release, substantially concurrently with Tenant’s filing of such written report or disclosure with the applicable governmental authority.

(viii) Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, losses (including, but not limited to, loss of rental income), damages, liabilities, costs, legal fees and expenses of any sort to the extent arising out of or relating to (A) any failure by Tenant to comply with any provisions of this Section 9.6(b), or (B) any receipt, use handling, generation, transportation, storage, treatment, release and/or disposal of any hazardous substance, hazardous waste, pollutant, radioactive material or radiation on or about the Center as a proximate result of Tenant’s use of the Center or as a result of any intentional or negligent acts or omissions of Tenant or of any agent, employee or invitee of Tenant.

(ix) Tenant shall cooperate with Landlord in furnishing Landlord with reasonably complete information regarding Tenant’s receipt, handling, use, storage, transportation, generation, treatment and/or disposal of any hazardous substances, hazardous wastes, pollutants, radiation or radioactive materials in or about the Center. Upon prior request, but subject to Tenant’s reasonable operating and security procedures, Tenant shall grant Landlord reasonable access at reasonable times to the Premises to inspect Tenant’s receipt, handling, use, storage, transportation, generation, treatment and/or disposal of hazardous substances, hazardous wastes, pollutants,

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radiation and radioactive materials, without Landlord thereby being deemed guilty of any disturbance of Tenant’s use or possession or being liable to Tenant in any manner; provided, however, that Landlord shall use commercially reasonable efforts not to interfere materially with Tenant’s use or occupancy of the Premises in the course of exercising Landlord’s rights under this paragraph.

(x) Notwithstanding Landlord’s rights of inspection and review under this Section 9.6(b), Landlord shall have no obligation or duty to so inspect or review, and no third party shall be entitled to rely on Landlord to conduct any sort of inspection or review by reason of the provisions of this Section 9.6(b).

(xi) Landlord has made available for review by Tenant, prior to execution of this Lease, copies of all third-party studies and reports (if any) in Landlord’s possession regarding environmental conditions in the Building and/or the Property. Landlord has also engaged an environmental consultant, at Landlord’s sole expense, to conduct a further environmental study of the Premises, evaluating the presence or absence of hazardous substances, hazardous wastes, pollutants, radiation and radioactive materials in and about the Premises, and Landlord shall provide a copy of such study to Tenant when it becomes available. The purposes of this study is to provide evidence of the “baseline” condition of the Premises prior to Tenant’s occupancy and use thereof, although such evidence is not intended to be conclusive or irrebuttable. Tenant shall also have the right (but not the obligation), if it so elects and at its sole expense, to conduct its own environmental study of the Premises and common areas of the Building, prior to or at the time of Tenant’s occupancy of the Premises, in which event Tenant shall provide a copy of such study to Landlord, provided that prior to any drilling, excavation or other physically invasive testing on the Building or Property, Tenant or its consultant shall provide Landlord with a detailed scope of work and such work shall be subject to Landlord’s prior written approval (which approval shall not be unreasonably withheld or delayed, but may be conditioned upon compliance by Tenant and its consultant with reasonable insurance requirements, upon notice requirements prior to actual entry on the Property, and upon other reasonable and customary requirements).

(xii) If Tenant or its employees, agents, contractors, vendors, customers or guests receive, handle, use, store, transport, generate, treat and/or dispose of any hazardous substances (other than de minimis amounts of such substances found in customary commercial office and cleaning supplies) or wastes or radiation or radioactive materials on or about the Center at any time during the term of this Lease, then within thirty (30) days after the termination or expiration of this Lease, Tenant shall be solely responsible for obtaining, at Tenant’s sole cost and expense, (A) any environmental tests, studies or reports required by any governmental authority for site or permit closure purposes or other similar purposes, and (B) to the extent not fully covered by any tests, studies or reports obtained under the immediately preceding clause (A), a further environmental study, performed by an expert reasonably satisfactory to Landlord, evaluating the presence or absence of hazardous substances, hazardous wastes, pollutants, radiation and radioactive materials

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on and about those portions of the Center affected by Tenant’s operations in the Center. Such further environmental study (if applicable) shall be based on a reasonable and prudent level of tests and investigations of the Center (if appropriate), which tests shall be conducted no earlier than the date of termination or expiration of this Lease. Tenant shall furnish Landlord promptly with a copy of each test, report and/or study obtained by Tenant pursuant to this subparagraph (xii). Liability for any remedial actions required or recommended on the basis of such study shall be allocated in accordance with Sections 9.4, 9.6, 10.6 and other applicable provisions of this Lease.

(c) Landlord shall indemnify, defend and hold Tenant harmless from and against any and all claims, losses, damages, liabilities, costs, legal fees and expenses of any sort arising out of or relating to (i) the presence on the Center of any hazardous substances, hazardous wastes, pollutants, radiation or radioactive materials present on the Center as of the Rent Commencement Date (other than as a result of any intentional or negligent acts or omissions of Tenant or of any agent, employee or invitee of Tenant), and/or (ii) any unauthorized release into the environment (including, but not limited to, the Center) of any hazardous substances, hazardous wastes, pollutants, radiation or radioactive materials to the extent such release results from the negligence of or willful misconduct or omission by Landlord or its agents or employees.

(d) The provisions of this Section 9.6 shall survive the termination of this Lease.

10. INSURANCE AND INDEMNITY

10.1

Insurance.

(a) Tenant shall procure and maintain in full force and effect at all times during the term of this Lease, from and after the Early Access Date, at Tenant’s cost and expense, commercial general liability insurance to protect against liability to the public, or to any invitee of Tenant or Landlord, arising out of or related to the use of or resulting from any accident occurring in, upon or about the Premises, with limits of liability of not less than (i) One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and death, and Five Hundred Thousand Dollars ($500,000.00) per occurrence for property damage, or (ii) a combined single limit of liability of not less than Three Million Dollars ($3,000,000.00) per occurrence for bodily injury (including personal injury and death) and property damage. Such insurance shall name Landlord, its general partners, its property manager and any lender holding a deed of trust on the Center from time to time (as designated in writing by Landlord to Tenant from time to time) as additional insureds thereunder. The amount of such insurance shall not be construed to limit any liability or obligation of Tenant under this Lease.

(b) Landlord shall procure and maintain in full force and effect at all times during the term of this Lease, at Landlord’s cost and expense (but reimbursable as an Operating Expense under Section 5.2 hereof), commercial general liability insurance to protect against liability arising out of or related to the use of or resulting from any accident occurring in, upon or about the Center,

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with a combined single limit of liability of not less than Five Million Dollars ($5,000,000.00) per occurrence for bodily injury (including personal injury and death) and property damage.

(c) Landlord shall procure and maintain in full force and effect at all times during the term of this Lease, at Landlord’s cost and expense (but reimbursable as an Operating Expense under Section 5.2 hereof), policies of property insurance providing protection against “all risk of direct physical loss” (as defined by and detailed in the Insurance Service Office’s Commercial Property Program “Cause of Loss–Special Form [CP1030]” or its equivalent) for the shell of the Building and for the improvements in the Common Areas of the Center, on a full replacement cost basis (with no co-insurance or, if coverage without co-insurance is not reasonably available, then on an “agreed amount” basis or with a commercially reasonable margin clause). Such insurance may include earthquake and/or environmental coverage, as part of the same policy or as a separate policy or policies, to the extent Landlord in its sole discretion elects to carry such coverage, and shall have such commercially reasonable deductibles and other terms as Landlord in its discretion determines to be appropriate. Landlord shall have no obligation to carry property damage insurance for any alterations, additions or improvements installed by Tenant in the Building or on or about the Center.

(d) Landlord shall procure and maintain in full force and effect at all times during the term of this Lease, at Tenant’s cost and expense (chargeable, in Landlord’s discretion, either as an Operating Expense allocable 100% to Tenant or as a direct pass-through to Tenant), policies of property insurance providing protection against “all risk of direct physical loss” (as defined by and detailed in the Insurance Service Office’s Commercial Property Program “Cause of Loss–Special Form [CP1030]” or its equivalent) for the Exhibit D Property and the tenant improvements existing in the Premises on the Early Access Date (but excluding Tenant’s Property as defined in paragraph (e) below, which it shall be Tenant’s responsibility to insure pursuant to such paragraph), on a full replacement cost basis (with no co-insurance or, if coverage without co-insurance is not reasonably available, then on an “agreed amount” basis or with a commercially reasonable margin clause). Such insurance may have such commercially reasonable deductibles and other terms as Landlord in its reasonable discretion determines to be appropriate. The coverage required to be maintained under this paragraph (d) may, in Landlord’s discretion, be added to or combined with Landlord’s master policy carried under paragraph (c) above. Tenant shall provide to Landlord from time to time, upon request by Landlord annually or at other reasonable intervals, an updated schedule of values for such existing tenant improvements (the intended purpose of such updating being to reflect any modification or removal of items that would affect the scope of Landlord’s insurance obligation under this paragraph (d)), and Landlord shall have no obligation or liability to Tenant with respect to any underinsurance of tenant improvements that results from Tenant’s failure to keep Landlord informed from time to time, on a current basis, of the insurable value of such tenant improvements. Landlord, in its discretion, may elect from time to time to obtain appraisals of any or all alterations, additions, improvements and tenant improvements (if any) which Landlord is required to insure hereunder, but no such ordering or receipt of appraisals by Landlord shall constitute a waiver or release of Tenant’s obligations under the immediately preceding sentence. If Tenant is not otherwise carrying earthquake insurance as part of or in connection with its property insurance required under paragraph (e) below and requests in writing that Landlord include the earthquake insurance required under the final sentence of such paragraph (e) as part of Landlord’s earthquake insurance coverage

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under this Section 10.1, then Landlord agrees to cooperate reasonably and in good faith with Tenant to endeavor to include such coverage, at Tenant’s expense, on Tenant Improvements constructed by Tenant in an amount sufficient to satisfy Tenant’s obligation described in such final sentence of paragraph (e) below, and if such coverage under Landlord’s policy can be arranged, then Tenant shall be relieved of such obligation under the final sentence of paragraph (e) below and shall pay to Landlord, within twenty (20) days after written demand by Landlord from time to time, the incremental cost to Landlord of providing such coverage under Landlord’s policy, as calculated reasonably and in good faith by Landlord’s insurer or insurance broker (which calculations or other comparable supporting evidence shall be provided by Landlord to Tenant in writing along with Landlord’s written payment demand as provided above).

(e) Tenant shall procure and maintain in full force and effect at all times during the term of this Lease, from and after the Early Access Date, at Tenant’s cost and expense, policies of property insurance providing protection against “all risk of direct physical loss” (as defined by and detailed in the Insurance Service Office’s Commercial Property Program “Cause of Loss-Special Form [CP1030]” or its equivalent) for Tenant’s movable personal property, office furniture, movable equipment and trade fixtures, for the Tenant Improvements constructed by Tenant pursuant to the Workletter, and for all other alterations, additions and improvements placed or installed by Tenant from time to time in or about the Premises (collectively, “Tenant’s Property,” which term is not intended to imply any conclusion regarding ultimate ownership of alterations, additions and improvements that are otherwise covered by Article 7 above, but is used solely as a defined term for purposes of the specific contexts in which it is used as such in this Lease), on a full replacement cost basis (with no co-insurance or, if coverage without co-insurance is not reasonably available, then on an “agreed amount” basis or with a commercially reasonable margin clause). Such insurance may have such commercially reasonable deductibles and other terms as Tenant in its discretion determines to be appropriate, and shall name both Tenant and Landlord as insureds as their interests may appear. Without limiting the generality of the foregoing provisions, except as otherwise expressly provided in paragraph (d) above, Tenant’s property insurance on Tenant’s Property shall in all events include earthquake insurance in an amount at least equal to the amount of the Tenant Improvement Allowance paid by Landlord pursuant to this Lease in connection with the construction of the Tenant Improvements.

(f) During the construction of the Tenant Improvements, Tenant shall also procure and maintain in full force and effect, at its sole cost and expense, a policy of builder’s risk insurance on the Tenant Improvements, in such amounts and with such commercially reasonable deductibles as Landlord and Tenant may mutually and reasonably determine to be appropriate with respect to such insurance. Without limiting the generality of the foregoing provisions, Tenant’s builder’s risk insurance with respect to the Tenant Improvements shall in all events include earthquake insurance in an amount at least equal to the cumulative amount of the Tenant Improvement Allowance paid by Landlord from time to time in connection with the construction of such Tenant Improvements.

10.2 Quality of Policies and Certificates. All policies of insurance required hereunder shall be issued by responsible insurers and, in the case of policies carried or required to be carried by Tenant, shall be written as primary policies not contributing with and not in excess of any coverage

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that Landlord may carry. Tenant shall deliver to Landlord copies of policies or certificates of insurance showing that said policies are in effect. The coverage provided by such policies shall include the clause or endorsement referred to in Section 10.4. If Tenant fails to acquire, maintain or renew any insurance required to be maintained by it under this Article 10 or to pay the premium therefor, then Landlord, at its option and in addition to its other remedies, but without obligation so to do, may procure such insurance, and any sums expended by it to procure any such insurance on behalf of or in place of Tenant shall be repaid upon demand, with interest as provided in Section 3.2 hereof. Tenant shall give Landlord at least thirty (30) days prior written notice of any cancellation or nonrenewal of insurance required to be maintained under this Article 10, and shall obtain written undertakings from each insurer under policies required to be maintained by it to endeavor to notify all insureds thereunder at least thirty (30) days prior to cancellation of coverage.

10.3 Workers’ Compensation; Employees. Tenant shall maintain in full force and effect during the term of this Lease workers’ compensation insurance in at least the minimum amounts required by law, covering all of Tenant’s employees working at or about the Premises. In addition, Tenant shall maintain in full force and effect during the term of this Lease employer’s liability coverage with limits of liability of not less than One Hundred Thousand Dollars ($100,000) per accident, One Hundred Thousand Dollars ($100,000) per employee for disease, and Five Hundred Thousand Dollars ($500,000) policy limit for disease.

10.4 Waiver of Subrogation. Notwithstanding anything to the contrary contained in this Lease, to the extent permitted by law and without affecting the coverage provided by insurance required to be maintained hereunder, Landlord and Tenant each waive any right to recover against the other with respect to (i) damage to property, (ii) damage to the Center or any part thereof, or (iii) claims arising by reason of any of the foregoing, but only to the extent that any of the foregoing damages and claims under clauses (i)-(iii) hereof are covered, and only to the extent of such coverage, by property insurance actually carried or required to be carried hereunder by either Landlord or Tenant. This provision is intended to waive fully, and for the benefit of each party, any rights and claims which might give rise to a right of subrogation in any insurance carrier. Each party shall procure a clause or endorsement on any property insurance policy denying to the insurer rights of subrogation against the other party to the extent rights have been waived by the insured prior to the occurrence of injury or loss. Coverage provided by insurance maintained by Landlord or Tenant shall not be limited, reduced or diminished by virtue of the subrogation waiver herein contained.

10.5 Increase in Premiums. Tenant shall do all acts and pay all expenses necessary to ensure that the Premises are not used for purposes prohibited by any applicable fire insurance, and that Tenant’s use of the Premises, Building and Center complies with all requirements necessary to obtain any such insurance. If Tenant uses or permits the Premises, Building or Center to be used in a manner which increases the existing rate of any insurance carried by Landlord on the Center and such use continues for longer than a reasonable period specified in any written notice from Landlord to Tenant identifying the rate increase and the factors causing the same, then Tenant shall pay the amount of the increase in premium caused thereby, and Landlord’s costs of obtaining other replacement insurance policies, including any increase in premium, within ten (10) days after demand therefor by Landlord, which demand shall be accompanied by written evidence reasonably evidencing Tenant’s responsibility for such increase.

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10.6

Indemnification.

(a) Except as otherwise expressly provided for in this Lease, Tenant shall indemnify, defend and hold Landlord and its members, partners, shareholders, officers, directors, agents, employees and contractors harmless from any and all liability for injury to or death of any person, or loss of or damage to the property of any person, and all actions, claims, demands, costs (including, without limitation, reasonable attorneys’ fees), damages or expenses of any kind arising therefrom which may be brought or made against Landlord or which Landlord may pay or incur by reason of the use, occupancy and enjoyment of the Center by Tenant or any invitees, sublessees, licensees, assignees, employees, agents or contractors of Tenant or holding under Tenant (including, but not limited to, any such matters arising out of or in connection with any early entry upon the Center by Tenant pursuant to Section 2.2 hereof) from any cause whatsoever other than (i) negligence or willful misconduct or omission by Landlord or its agents, employees or contractors or (ii) Landlord’s material breach of its obligations under this Lease. Except as otherwise expressly provided for in this Lease, Landlord and its members, partners, shareholders, officers, directors, agents, employees and contractors shall not be liable for, and Tenant hereby waives all claims against such persons for, damages to goods, wares and merchandise in or upon the Center, or for injuries to Tenant, its agents or third persons in or upon the Center, from any cause whatsoever other than (x) negligence or willful misconduct or omission by Landlord or its agents, employees or contractors or (y) Landlord’s material breach of its obligations under this Lease. Tenant shall give prompt notice to Landlord of any casualty or accident in, on or about the Center.

(b) Except as otherwise expressly provided for in this Lease, Landlord shall indemnify, defend and hold Tenant and its partners, shareholders, officers, directors, agents, employees and contractors harmless from any and all liability for injury to or death of any person, or loss of or damage to the property of any person, and all actions, claims, demands, costs (including, without limitation, reasonable attorneys’ fees), damages or expenses of any kind arising therefrom which may be brought or made against Tenant or which Tenant may pay or incur, to the extent such liabilities or other matters arise in, on or about the Center by reason of any negligence or willful misconduct or omission by Landlord or its agents, employees or contractors.

10.7 Blanket Policy. Any policy required to be maintained hereunder may be maintained under a so-called “blanket policy” insuring other parties and other locations so long as the amount of

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insurance required to be provided hereunder is not thereby diminished. Without limiting the generality of the requirement set forth at the end of the preceding sentence, property insurance provided under a blanket policy shall provide full replacement cost coverage and liability insurance provided under a blanket policy shall include per location aggregate limits meeting or exceeding the limits required under this Article 10.

11. SUBLEASE AND ASSIGNMENT

11.1 Assignment and Sublease of Building. Except in the case of a Permitted Transfer, Tenant shall not have the right or power to assign its interest in this Lease, or make any sublease of the Premises or any portion thereof, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be void. Without limiting the generality of the foregoing provisions, Landlord may withhold consent to any proposed subletting or assignment solely on the ground, if applicable, that the use by the proposed subtenant or assignee is reasonably likely to be incompatible with Landlord’s use of the balance of the Center. Except in the case of a Permitted Transfer, any dissolution, consolidation, merger or other reorganization of Tenant, or any sale or transfer of substantially all of the stock or assets of Tenant in a single transaction or series of related transactions, shall be deemed to be an assignment hereunder and shall be void without the prior written consent of Landlord as required above. Notwithstanding the foregoing, (i) neither an initial public offering of the common stock of Tenant nor any other sale of Tenant’s capital stock through any public securities exchange or market nor any other issuance of Tenant’s capital stock for bona fide financing purposes, nor any consolidation, merger or reorganization in which Tenant is the surviving entity, shall be deemed to be an assignment, subletting or transfer hereunder; and (ii) Tenant shall have the right to assign this Lease or sublet the Premises, or any portion thereof, without Landlord’s consent (but with prior or concurrent written notice by Tenant to Landlord), to any Affiliate of Tenant, or to any entity which results from a merger or consolidation involving Tenant, or to any entity which acquires substantially all of the stock or assets of Tenant as a going concern (each, a “Permitted Transfer”). For purposes of the preceding sentence, an “Affiliate” of Tenant shall mean any entity in which Tenant owns at least a fifty percent (50%) equity interest, any entity which owns at least a fifty percent (50%) equity interest in Tenant, and/or any entity which is related to Tenant by a chain of ownership interests involving at least a fifty percent (50%) equity interest at each level in the chain. Landlord shall have no right to terminate this Lease in connection with, and shall have no right to any sums or other economic consideration resulting from, any Permitted Transfer. Except as expressly set forth in this Section 11.1, however, the provisions of Section 11.2 shall remain applicable to any Permitted Transfer and the transferee under such Permitted Transfer shall be and remain subject to all of the terms and provisions of this Lease.

11.2

Rights of Landlord.

(a) Consent by Landlord to one or more assignments of this Lease, or to one or more sublettings of the Premises or any portion thereof, or collection of rent by Landlord from any

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assignee or sublessee, shall not operate to exhaust Landlord’s rights under this Article 11, nor constitute consent to any subsequent assignment or subletting. No assignment of Tenant’s interest in this Lease and no sublease shall relieve Tenant of its obligations hereunder, notwithstanding any waiver or extension of time granted by Landlord to any assignee or sublessee, or the failure of Landlord to assert its rights against any assignee or sublessee, and regardless of whether Landlord’s consent thereto is given or required to be given hereunder. In the event of a default by any assignee, sublessee or other successor of Tenant in the performance of any of the terms or obligations of Tenant under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against any such assignee, sublessee or other successor. In addition, Tenant immediately and irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent from any subletting of all or a part of the Premises as permitted under this Lease, and Landlord, as Tenant’s assignee and as attorney-in-fact for Tenant, or any receiver for Tenant appointed on Landlord’s application, may collect such rent and apply it toward Tenant’s obligations under this Lease; except that, until the occurrence (and then only during the continuance) of an event of default by Tenant, Tenant shall have the right to collect such rent and to retain all sublease profits (subject to the provisions of Section 11.2(c), below).

(b) Upon any assignment of Tenant’s interest in this Lease for which Landlord’s consent is required under Section 11.1 hereof, Tenant shall pay to Landlord, within ten (10) days after receipt thereof by Tenant from time to time, one-half (1/2) of all cash sums and other economic considerations received by Tenant in connection with or as a result of such assignment, after first deducting therefrom (i) any costs incurred by Tenant for leasehold improvements (including, but not limited to, third-party architectural and space planning costs) in the Premises in connection with such assignment, amortized over the remaining term of this Lease, and (ii) any reasonable real estate commissions and/or reasonable attorneys’ fees actually incurred by Tenant in connection with such assignment.

(c) Upon any sublease of all or any portion of the Premises for which Landlord’s consent is required under Section 11.1 hereof, Tenant shall pay to Landlord, within ten (10) days after receipt thereof by Tenant from time to time, one-half (1/2) of all cash sums and other economic considerations received by Tenant in connection with or as a result of such sublease, after first deducting therefrom (i) the minimum rental and Operating Expenses due hereunder for the corresponding period, prorated (on the basis of the average per-square-foot cost paid by Tenant for the Premises for the applicable period under this Lease) to reflect the size of the subleased portion of the Premises, (ii) any costs incurred by Tenant for leasehold improvements in the subleased portion of the Premises (including, but not limited to, third-party architectural and space planning costs) for the specific benefit of the sublessee in connection with such sublease, amortized over the remaining term of this Lease, and (iii) any reasonable real estate commissions and/or reasonable attorneys’ fees actually incurred by Tenant in connection with such sublease, amortized over the term of such sublease.

12. RIGHT OF ENTRY AND QUIET ENJOYMENT

12.1 Right of Entry. Landlord and its authorized representatives shall have the right, subject to Tenant’s reasonable operating and security procedures, to enter the Premises at any time

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during the term of this Lease during normal business hours and upon not less than twenty-four (24) hours prior notice, except in the case of emergency (in which event no notice shall be required and entry may be made at any time), for the purpose of inspecting and determining the condition of the Premises and Building or for any other proper purpose including, without limitation, to make repairs, replacements or improvements which Landlord may deem necessary, to show the Premises and Building to prospective purchasers, to show the Premises and Building to prospective tenants (but only during the final year of the term of this Lease), and to post notices of nonresponsibility. Landlord shall not be liable for inconvenience, annoyance, disturbance, loss of business, quiet enjoyment or other damage or loss to Tenant by reason of making any repairs or performing any work upon the Building or the Center or by reason of erecting or maintaining any protective barricades in connection with any such work, and the obligations of Tenant under this Lease shall not thereby be affected in any manner whatsoever, provided, however, Landlord shall use reasonable efforts to minimize the inconvenience to Tenant’s normal business operations caused thereby.

12.2 Quiet Enjoyment. Landlord covenants that, so long as Tenant is not in default under this Lease beyond all applicable notice and cure periods, Tenant shall peacefully and quietly have, hold and enjoy the Premises and the Center throughout the term of this Lease, or until this Lease is terminated as provided by this Lease.

13. CASUALTY AND TAKING

13.1

Damage or Destruction.

(a) If the Premises or any portion of the Building or Common Areas of the Center reasonably necessary for Tenant’s access to or use and occupancy of the Premises is damaged or destroyed in whole or in any substantial part during the term of this Lease, Landlord shall obtain from Landlord’s architect, as soon as practicable (and in all events within forty-five (45) days) following the damage or destruction, (i) the architect’s reasonable, good faith estimate of the time within which repair and restoration of the Premises, Building and Common Areas (if applicable) can reasonably be expected to be completed to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment and (ii) the architect’s reasonable, good faith opinion as to whether repair and restoration to that extent will be permitted under applicable governmental laws, regulations and building codes then in effect (collectively, the “Architect’s Estimate”). If the damage or destruction materially impairs Tenant’s ability to conduct its business operations in the Premises, and if either (A) the estimated repair time specified in the Architect’s Estimate exceeds six (6) months (or, in the case of an occurrence during the final year of the term of this Lease, sixty (60) days) or (B) the Architect’s Estimate states that repair and restoration of the affected areas to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment will not be permitted under applicable governmental laws, regulations and building codes then in effect, then in either such event either Landlord or Tenant may terminate this Lease as of the date of the occurrence by giving written notice to the other party within thirty (30) days after the date of the occurrence or fifteen (15) days after delivery of the Architect’s Estimate, whichever is later. In addition, Landlord shall have a similar termination right if the damage or destruction arises from a risk that is not required to be insured against (and is not actually insured against) by Landlord under this Lease and if Landlord’s

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architect reasonably estimates that the uninsured cost to restore the portions of the Premises and Building for which Landlord is responsible to the condition required above would exceed five percent (5%) of the then applicable replacement cost of the entire Premises. If the circumstances creating a termination right under the preceding two sentences do not exist, or if such circumstances exist but neither party timely exercises any applicable termination right, then this Lease shall remain in full force and effect and (x) Landlord, as to the Common Areas of the Center and as to the shell of the Building and the alterations, additions and improvements that Landlord is required to insure under Section 10.1(d) above, and (y) Tenant, as to the alterations, additions and improvements that Tenant is required to insure under Section 10.1(e) above, shall respectively commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, the repair and restoration of such respective portions of the Property and Premises to a condition substantially comparable to that which existed immediately prior to the damage or destruction; provided, however, that Tenant in its discretion may elect not to repair, rebuild or replace any or all of the items which would otherwise be Tenant’s responsibility under clause (y) of this sentence to the extent such items were constructed or installed at Tenant’s sole expense and without any use of funds from the Tenant Improvement Allowance. Notwithstanding anything to the contrary contained in the foregoing provisions of this paragraph, if Landlord is required to repair and restore any part of the Premises, Building and/or Common Areas pursuant to this paragraph (a) and such repair and restoration has not been substantially completed (i.e., completed to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment) within one (1) year after the date of the casualty or other event requiring such repair or restoration, then Tenant in its discretion may terminate this Lease by giving written notice of such termination to Landlord at any time after expiration of such one-year period and prior to Landlord’s substantial completion of the required repair or restoration; provided, however, that such termination shall not be effective if Landlord thereafter substantially completes such repair and restoration within thirty (30) days after receipt of Tenant’s notice of termination.

(b) If this Lease is terminated pursuant to the foregoing provisions of this Section 13.1 following an occurrence which is a peril actually insured or required to be insured against pursuant to Section 10.1(c), (d) and/or (e), Landlord and Tenant agree (and any Lender shall be asked to agree) that such insurance proceeds shall be allocated between Landlord and Tenant in a manner which fairly and reasonably reflects their respective ownership rights under this Lease, as of the termination or expiration of the term of this Lease, with respect to the improvements, fixtures, equipment and other items to which such insurance proceeds are attributable.

(c) From and after the date of an occurrence resulting in damage to or destruction of the Premises or of Common Areas necessary for Tenant’s use and occupancy of the Premises, and continuing until repair and restoration thereof are completed to the extent necessary to enable Tenant to resume operation of its business in the Premises without material impairment, there shall be an equitable abatement of minimum rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired.

(d) Each party expressly waives the provisions of California Civil Code Sections 1932(2), 1933(4) and any other applicable existing or future law permitting the termination

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of a lease agreement in the event of damage to or destruction of the leased property, it being the intention of the parties that their respective rights in such circumstances shall be governed solely by the provisions of this Article 13.

13.2

Condemnation.

(a) If during the term of this Lease the Premises or any Common Areas of the Center that are necessary for Tenant’s access to or use and occupancy of the Premises, or any substantial part of either of them, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in lieu of or in avoidance of an exercise of the power of eminent domain), or receives irreparable damage by reason of anything lawfully done by or under color of any public authority, then (i) this Lease shall terminate as to the entire Premises at Landlord’s election by written notice given to Tenant within thirty (30) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Building or Center taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s access to or use or occupancy of the Premises. If Tenant elects to terminate this Lease, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of minimum rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the improvements for which Landlord is responsible under clause (x) of Section 13.1(a) above to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking, and Tenant shall restore the improvements for which Tenant is responsible under clause (y) of Section 13.1(a) above to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking; provided, however, that Tenant in its discretion may elect not to repair, restore or replace any or all of the items which would otherwise be Tenant’s responsibility to the extent such items were constructed or installed at Tenant’s sole expense and without any use of funds from the Tenant Improvement Allowance. In connection with any such restoration, each party shall use reasonable efforts (including, without limitation, any necessary negotiation or intercession with its respective lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Landlord and Tenant in portions reasonably corresponding to the cost and scope of their respective restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Building and the Center. Each party expressly waives the provisions of California Code of Civil Procedure Section 1265.130 and of any other existing or future law allowing either party to terminate (or to petition the Superior Court to terminate) a lease in the event of a partial

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condemnation or taking of the leased property, it being the intention of the parties that their respective rights in such circumstances shall be governed solely by the provisions of this Article 13.

(b) If this Lease is terminated pursuant to the foregoing provisions of this Section 13.2, or if this Lease remains in effect but any condemnation awards or other proceeds become available as compensation for the loss or destruction of the Building and/or the Center, then Landlord and Tenant agree (and any Lender shall be asked to agree) that such proceeds shall be allocated between Landlord and Tenant, respectively, in the respective proportions in which Landlord and Tenant would have shared, under Section 13.1(b), the proceeds of any applicable insurance following damage to or destruction of the applicable improvements due to an insured casualty.

13.3 Reservation of Compensation. Landlord reserves, and Tenant waives and assigns to Landlord, all rights to any award or compensation for damage to the Center, the improvements located therein and the leasehold estate created hereby, accruing by reason of any taking in any public improvement, condemnation or eminent domain proceeding or in any other manner by exercise of the right of eminent domain or of anything lawfully done by public authority, except that (a) Tenant shall be entitled to pursue recovery from the applicable public authority for Tenant’s moving expenses, trade fixtures and equipment and any leasehold improvements installed by Tenant in the Premises or Building at its own sole expense, but only to the extent Tenant would have been entitled to remove such items at the expiration of the term of this Lease and then only to the extent of the then remaining unamortized value of such improvements computed on a straight-line basis over the term of this Lease, and (b) any condemnation awards or proceeds described in Section 13.2(b) shall be allocated and disbursed in accordance with the provisions of Section 13.2(b), notwithstanding any contrary provisions of this Section 13.3.

13.4 Restoration of Improvements. In connection with any repair or restoration of improvements by either party following a casualty or taking as hereinabove set forth, the party responsible for such repair or restoration shall, to the extent possible, return such improvements to a condition substantially equal to that which existed immediately prior to the casualty or taking. To the extent such party wishes to make material modifications to such improvements, such modifications shall be subject to the prior written approval of the other party (not to be unreasonably withheld or delayed), except that no such approval shall be required for modifications that are required by applicable governmental authorities as a condition of the repair or restoration, unless such required modifications would impair or impede Tenant’s conduct of its business in the Premises (in which case any such modifications in Landlord’s work shall require Tenant’s consent, not unreasonably withheld or delayed) or would materially and adversely affect the exterior appearance, the structural integrity or the mechanical or other operating systems of the Premises or Building (in which case any such modifications in Tenant’s work shall require Landlord’s consent, not unreasonably withheld or delayed).

14. DEFAULT

14.1 Events of Default. The occurrence of any of the following shall constitute an event of default on the part of Tenant:

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(a) Abandonment. Abandonment of the Premises. “Abandonment” is hereby defined to include, but is not limited to, any absence by Tenant from the Premises for fifteen (15) consecutive days or more while Tenant is in default under any other provision of this Lease. Tenant waives any right Tenant may have to notice under Section 1951.3 of the California Civil Code, the terms of this subsection (a) being deemed such notice to Tenant as required by said Section 1951.3;

(b) Nonpayment. Failure to pay, when due, any amount payable to Landlord hereunder, such failure continuing for a period of five (5) business days after written notice of such failure; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et seq., as amended from time to time;

(c) Other Obligations. Failure to perform any obligation, agreement or covenant under this Lease other than those matters specified in subsection (b) hereof (including, but not limited to, any breach by Tenant of the Declaration as defined in Section 15.4 below), such failure continuing for fifteen (15) days after written notice of such failure; provided, however, that if such failure is curable in nature but cannot reasonably be cured within such 15-day period, then Tenant shall not be in default if, and so long as, Tenant promptly (and in all events within such 15-day period) commences such cure and thereafter diligently pursues such cure to completion; and provided further, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et seq. as amended from time to time;

(d) General Assignment. A general assignment by Tenant for the benefit of creditors;

(e) Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of thirty (30) days. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease. Specifically, but without limiting the generality of the foregoing, such adequate assurances must include assurances that the Premises continue to be operated only for the use permitted hereunder. The provisions hereof are to assure that the basic understandings between Landlord and Tenant with respect to Tenant’s use of the Center and the benefits to Landlord therefrom are preserved, consistent with the purpose and intent of applicable bankruptcy laws;

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(f) Receivership. The employment of a receiver appointed by court order to take possession of substantially all of Tenant’s assets or the Premises, if such receivership remains undissolved for a period of thirty (30) days;

(g) Attachment. The attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of thirty (30) days after the levy thereof; or

(h) Insolvency . The admission by Tenant in writing of its inability to pay its debts as they become due, the filing by Tenant of a petition seeking any reorganization or arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization or arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed.

14.2

Remedies upon Tenant’s Default.

(a) Upon the occurrence of any event of default described in Section 14.1 hereof, Landlord, in addition to and without prejudice to any other rights or remedies it may have, shall have the immediate right (subject to compliance with applicable laws) to re-enter the Premises or any part thereof and repossess the same, expelling and removing therefrom all persons and property (which property may be stored in a public warehouse or elsewhere at the cost and risk of and for the account of Tenant), using such force as may be necessary to do so (as to which Tenant hereby waives any claim for loss or damage that may thereby occur). In addition to such re-entry, and without prejudice to any other rights or remedies it may have, Landlord shall have the right to terminate this Lease and recover from Tenant all damages incurred by Landlord as a result of Tenant’s default, as hereinafter provided. Alternatively, in lieu of such re-entry, and without prejudice to any other rights or remedies it may have, Landlord shall have the right to continue this Lease in effect and recover rent and other charges and amounts as they become due.

(b) Even if Tenant has breached this Lease and abandoned the Premises, this Lease shall continue in effect for so long as Landlord does not terminate Tenant’s right to possession under subsection (a) hereof and Landlord may enforce all of its rights and remedies under this Lease, including the right to recover rent as it becomes due, and Landlord, without terminating this Lease, may exercise all of the rights and remedies of a lessor under California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has right to sublet or assign, subject only to reasonable limitations), or any successor Code section. Acts of maintenance, preservation or efforts to relet the Premises or the appointment of a receiver upon application of Landlord to protect Landlord’s interests under this Lease shall not constitute a termination of Tenant’s right to possession.

(c) If Landlord terminates this Lease pursuant to this Section 14.2, Landlord shall have all of the rights and remedies of a landlord provided by Section 1951.2 of the Civil Code of the

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State of California, or any successor Code section, which remedies include Landlord’s right to recover from Tenant (i) the worth at the time of award of the unpaid rent and additional rent which had been earned at the time of termination, (ii) the worth at the time of award of the amount by which the unpaid rent and additional rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided, (iii) the worth at the time of award of the amount by which the unpaid rent and additional rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including necessary repair, renovation and alteration of the Premises, reasonable attorneys’ fees, and other reasonable costs. The “worth at the time of award” of the amounts referred to in clauses (i) and (ii) above shall be computed by allowing interest at ten percent (10%) per annum from the date such amounts accrued to Landlord. The “worth at the time of award” of the amounts referred to in clause (iii) above shall be computed by discounting such amount at one percentage point above the discount rate of the Federal Reserve Bank of San Francisco at the time of award.

14.3 Remedies Cumulative. All rights, privileges and elections or remedies of Landlord contained in this Article 14 are cumulative and not alternative to the extent permitted by law and except as otherwise provided herein.

15. SUBORDINATION, ATTORNMENT AND SALE

15.1 Subordination to Mortgage. This Lease, and any sublease entered into by Tenant. under the provisions of this Lease, shall be subject and subordinate to any ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security now or hereafter placed upon the Premises, the Building, the Center, or any of them, and the rights of any assignee of Landlord or of any ground lessor, mortgagee, trustee, beneficiary or leaseback lessor under any of the foregoing, and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that such subordination in the case of any future ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security placed upon the Premises, the Building, the Center, or any of them shall be conditioned on Tenant’s receipt from the ground lessor, mortgagee, trustee, beneficiary or leaseback lessor of a Non-Disturbance Agreement in a form reasonably acceptable to Tenant (i) confirming that so long as Tenant is not in material default hereunder beyond any applicable cure period (for which purpose the occurrence and continuance of any event of default under Section 14.1 hereof shall be deemed to be “material”), Tenant’s rights hereunder shall not be disturbed by such person or entity and (ii) agreeing that the benefit of such Non-Disturbance Agreement shall be transferable to any transferee under a Permitted Transfer and to any other assignee or subtenant that is acceptable to the ground lessor, mortgagee, trustee, beneficiary or leaseback lessor at the time of transfer. If any mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or assignee elects to have this Lease be an encumbrance upon the Center prior to the lien of its mortgage, deed of trust, ground lease or leaseback lease or other security arrangement and gives notice thereof to Tenant, this Lease shall be deemed prior thereto, whether this Lease is dated prior or subsequent to the date thereof or the date of recording thereof. Tenant, and any sublessee, shall execute such documents as may reasonably be requested by any mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or assignee to evidence the subordination herein set forth, subject to the conditions set forth above, or to make this Lease prior to the lien of any mortgage, deed of trust, ground lease, leaseback lease or other security

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arrangement, as the case may be. Upon any default by Landlord in the performance of its obligations under any mortgage, deed of trust, ground lease, leaseback lease or assignment, Tenant (and any sublessee) shall, notwithstanding any subordination hereunder, attorn to the mortgagee, trustee, beneficiary, ground lessor, leaseback lessor or assignee thereunder upon written demand and become the tenant of the successor in interest to Landlord, at the option of such successor in interest, and shall execute and deliver any instrument or instruments reasonably requested by such successor in interest to confirm the attornment herein provided for. Landlord represents and warrants to Tenant that as of the Lease Commencement Date, neither the Premises nor the Building nor the Center is subject to any existing ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security.

15.2 Sale of Landlord’s Interest. Upon sale, transfer or assignment of Landlord’s entire interest in the Building and the Center, Landlord shall be relieved of its obligations hereunder with respect to liabilities accruing from and after the date of such sale, transfer or assignment.

15.3 Estoppel Certificates. Tenant or Landlord (the “responding party”), as applicable, shall at any time and from time to time, within ten (10) business days after written request by the other party (the “requesting party”), execute, acknowledge and deliver to the requesting party a certificate in writing stating: (i) that this Lease is unmodified and in full force and effect, or if there have been any modifications, that this Lease is in full force and effect as modified and stating the date and the nature of each modification; (ii) the date to which rental and, to the responding party’s actual knowledge, all other sums payable hereunder have been paid; (iii) that to the responding party’s best knowledge, the requesting party is not in default in the performance of any of its obligations under this Lease, that the responding party has given no notice of default to the requesting party and that no event has occurred which, but for the expiration of the applicable time period, would constitute an event of default hereunder, or if the responding party alleges that any such default, notice or event has occurred, specifying the same in reasonable detail; and (iv) such other matters as may reasonably be requested by the requesting party or by any institutional lender, mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or prospective purchaser of the Center, or prospective sublessee or assignee of this Lease. Any such certificate provided under this Section 15.3 may be relied upon by any lender, mortgagee, trustee, beneficiary, assignee or successor in interest to the requesting party, by any prospective purchaser, by any purchaser on foreclosure or sale, by any grantee under a deed in lieu of foreclosure of any mortgage or deed of trust on the Property, by any subtenant or assignee, or by any other third party. Failure to execute and return within the required time any estoppel certificate requested hereunder, if such failure continues for five (5) days after a second written request by the requesting party for such estoppel certificate, shall be deemed to be an admission of the truth of the matters set forth in the form of certificate submitted to the responding party for execution.

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15.4 Subordination to CC&R’s. This Lease, and any permitted sublease entered into by Tenant under the provisions of this Lease, and the interests in real property conveyed hereby and thereby shall be subject and subordinate (a) to any declarations of covenants, conditions and restrictions or other recorded restrictions affecting the Center or any portion thereof from time to time and delivered to Tenant in writing, provided that the terms of such declarations or restrictions are reasonable (or, to the extent they are not reasonable, are mandated by applicable law), do not materially impair Tenant’s ability to conduct the uses permitted hereunder on the Premises and in the Center, and do not discriminate against Tenant relative to other similarly situated tenants occupying the portion(s) of the Center covered by such declarations or restrictions, and (b) to the Declaration of Covenants, Conditions and Restrictions of Shoreline Technology Park, Mountain View, California, dated October 24, 1986 and recorded on October 24, 1986 as Instrument No. 8997310, Book J895, Page 456, Official Records of Santa Clara County, as the same may be amended from time to time (the “Declaration”), the provisions of which Declaration are an integral part of this Lease. Tenant agrees to execute, upon request by Landlord, any documents reasonably required from time to time to evidence the foregoing subordination.

15.5 Mortgagee Protection. If, following a default by Landlord under any mortgage, deed of trust, ground lease, leaseback lease or other security arrangement covering the Building, the Center, or any portion of them, the Building and/or the Center, as applicable, is acquired by the mortgagee, beneficiary, master lessor or other secured party, or by any other successor owner, pursuant to a foreclosure, trustee’s sale, sheriff’s sale, lease termination or other similar procedure (or deed in lieu thereof), then any such person or entity so acquiring the Building and/or the Center shall not be:

(a) liable for any act or omission of a prior landlord or owner of the Center (including, but not limited to, Landlord);

(b) subject to any offsets or defenses that Tenant may have against any prior landlord or owner of the Center (including, but not limited to, Landlord);

(c) bound by any rent or additional rent that Tenant may have paid in advance to any prior landlord or owner of the Center (including, but not limited to, Landlord) for a period in excess of one month, or by any security deposit, cleaning deposit or other prepaid charge that Tenant may have paid in advance to any prior landlord or owner (including, but not limited to, Landlord), except to the extent such deposit or prepaid amount has been expressly turned over to or credited to the successor owner thus acquiring the Center;

(d) liable for any warranties or representations of any nature whatsoever, whether pursuant to this Lease or otherwise, by any prior landlord or owner of the Center (including, but not limited to, Landlord) with respect to the use, construction, zoning, compliance with laws, title, habitability, fitness for purpose or possession, or physical condition (including, without limitation, environmental matters) of the Building or the Center; or

(e) liable to Tenant in any amount beyond the interest of such mortgagee, beneficiary, master lessor or other secured party or successor owner in the Center as it exists from

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time to time, it being the intent of this provision that Tenant shall look solely to the interest of any such mortgagee, beneficiary, master lessor or other secured party or successor owner in the Center for the payment and discharge of the landlord’s obligations under this Lease and that such mortgagee, beneficiary, master lessor or other secured party or successor owner shall have no separate personal liability for any such obligations.

16. SECURITY

16.1

Deposit.

(a) Cash Security Deposit. Within ten (10) days after the Lease Commencement Date, Tenant shall deposit with Landlord the sum of One Hundred Eighty-Nine Thousand Four Hundred Fifty and No/100 Dollars ($189,450.00), which sum (the “Security Deposit”) shall be held by Landlord as security for the faithful performance of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults (beyond any applicable cure period) with respect to any provision of this Lease, including, without limitation, the provisions relating to the payment of rental and other sums due hereunder, Landlord shall have the right, but shall not be required, to use, apply or retain all or any part of the Security Deposit for the payment of rental or any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount and Tenant’s failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep any deposit under this Section separate from Landlord’s general funds, and Tenant shall not be entitled to interest thereon. Provided that no uncured event of default by Tenant then exists under this Lease, the Security Deposit and the Letter of Credit as defined below (if applicable), or any balance thereof, shall be returned to Tenant or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder (unless alternative instructions have been presented to Landlord in a writing signed by both Tenant and such assignee), in no event more than thirty (30) days after (i) the term of this Lease has expired, (ii) Tenant has vacated the Property and surrendered possession of the Premises to Landlord, and (iii) Tenant has obtained any signoffs, releases or other required actions or documents from any applicable governmental authorities and has completed any other applicable decommissioning, site closure or other procedures required by any applicable governmental authorities as a result of or in connection with Tenant’s use and occupancy of the Premises and has delivered written evidence of such compliance to Landlord. In the event of termination of Landlord’s interest in this Lease, Landlord shall transfer all deposits then held by Landlord under

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this Section to Landlord’s successor in interest, whereupon Tenant agrees to release Landlord from all liability for the return of such deposit or the accounting thereof.

(b) Letter of Credit. As an alternative to the cash Security Deposit described in Section 16.1(a), Tenant may instead deliver to Landlord, within ten (10) days after the Lease Commencement Date, an irrevocable standby letter of credit (the “Letter of Credit”) issued in favor of Landlord by a federally insured commercial bank or trust company approved in writing by Landlord (which approval shall not be unreasonably withheld), in form and substance reasonably satisfactory to Landlord, to be held by Landlord as security for the faithful performance of all the obligations of Tenant under this Lease, subject to the following terms and conditions:

(i) The amount of the Letter of Credit shall be at least One Hundred Eighty-Nine Thousand Four Hundred Fifty and No/100 Dollars ($189,450.00) (the “Required Amount”), and Tenant shall maintain the Letter of Credit in the Required Amount in full force and effect throughout the term of this Lease (including any extensions thereof) and until thirty (30) days after the expiration of the term of this Lease, unless Tenant elects at any time to replace the Letter of Credit with a full cash Security Deposit in compliance with Section 16.1(a). The Letter of Credit may be for an initial one-year term, with automatic renewal provisions, provided that Landlord shall be given at least thirty (30) days prior written notice if the Letter of Credit will not be renewed as of any otherwise applicable renewal date and shall be entitled to draw against the expiring Letter of Credit if a replacement Letter of Credit is not furnished to Landlord at least twenty (20) days prior to the scheduled expiration date, as provided in Section 16.1(b)(iii)(A) below. The Letter of Credit must provide that it is transferable to any successor in interest to Landlord under this Lease, and any transfer fees and other related costs and expenses payable in connection with any such transfer shall be borne (x) solely by Tenant as to the first two (2) such transfers during the term of this Lease (including any extensions) and (y) solely by Landlord as to any transfers in excess of two (2) during the term of this Lease (including any extensions).

(ii) Landlord shall be entitled (but shall not be required) to draw against the Letter of Credit and receive and retain the proceeds thereof upon any default (beyond any applicable cure period) by Tenant in the payment of any rent or other amounts required to be paid by Tenant under this Lease, or upon the occurrence of any other event of default (beyond any applicable cure period) under this Lease, by presenting to the issuer a written statement by Landlord that Landlord is entitled to draw the requested amount under the Letter of Credit pursuant to the terms of this Lease. The amount of the draw shall not exceed the amount of the payments (if any) as to which Tenant is then in default and/or the amount reasonably necessary to cure any non-monetary events of default by Tenant, and shall be applied by Landlord to the cure of the applicable default(s). Following any partial draw under this paragraph (ii), if Tenant fully cures all outstanding defaults and provides Landlord with a new Letter of Credit in the full Required Amount under this Section 16.1, Landlord shall surrender and return to Tenant, within ten (10) days after Tenant’s satisfaction of the foregoing conditions, the Letter of Credit under which the partial draw was made.

(iii) Landlord shall also be entitled (but shall not be required) to draw against the Letter of Credit in full and to receive the entire proceeds thereof under either of the following circumstances:

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(A) If the Letter of Credit will expire as of a date prior to the date thirty (30) days after the expiration of the term of this Lease and Tenant fails to provide to Landlord an extension or replacement of such Letter of Credit, in at least the minimum Required Amount, at least twenty (20) days prior to the scheduled expiration date of the Letter of Credit; or

(B) If, as a result of a draw against the Letter of Credit by Landlord or for any other reason, the amount of the Letter of Credit falls below the minimum Required Amount and Tenant has failed to cause the Letter of Credit to be restored to at least the minimum Required Amount within ten (10) days after written demand by Landlord or, in lieu thereof, has failed to put up cash in an amount equal to the amount required to be restored (which cash, if put up by Tenant, shall be retained by Landlord as a cash security deposit in accordance with Section 16.1(a) hereof).

(iv) If Landlord draws against the Letter of Credit in any of the circumstances described in subparagraph (iii) above, Landlord may use, apply and/or retain the amount drawn for the cure of any then existing defaults under this Lease. Any amount drawn that is not immediately so used or applied by Landlord shall be retained by Landlord as a cash Security Deposit, subject to and in accordance with the provisions of Section 16.1(a).

(v) Any actual or purported withdrawal, rescission, termination or revocation of the Letter of Credit by the issuer thereof prior to the expiration of the term of this Lease (except when replaced prior to the effectiveness of such withdrawal, rescission, termination or revocation by a replacement Letter of Credit as contemplated in Section 16.1(b)(iii)(A) hereof or by a cash Security Deposit in the Required Amount) shall be a material breach of this Lease.

(vi) The Letter of Credit shall provide that it is governed by the International Standby Practices (ISP98), ICC Publication No. 590.

(c) Substitution of Security. Tenant may elect, at any time and from time to time, to replace a cash Security Deposit under Section 16.1(a) with a Letter of Credit in the Required Amount under Section 16.1(b), or vice versa, upon at least fifteen (15) days prior written notice to Landlord. If Tenant has deposited a cash Security Deposit with Landlord and elects to replace such cash Security Deposit with a Letter of Credit in the Required Amount, Landlord shall promptly release the cash Security Deposit to Tenant upon receipt of the Letter of Credit in the Required Amount. If Tenant has deposited a Letter of Credit with Landlord and elects to replace such Letter of Credit with a cash Security Deposit, Landlord shall promptly release the Letter of Credit to Tenant upon receipt of the cash Security Deposit. In no instance shall Landlord have the benefit of both a Letter of Credit and a cash Security Deposit during any overlap period when Landlord is holding both such forms of security. The provisions of Section 17.12 below shall apply to any such substitutions of security by Tenant.

17. MISCELLANEOUS

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17.1 Notices. All notices, consents, waivers and other communications which this Lease requires or permits either party to give to the other shall be in writing and shall be deemed given when delivered personally (including delivery by private same-day or overnight courier or express delivery service) or by telecopier with mechanical confirmation of transmission (and, in the case of such telecopier transmission, with substantially concurrent transmission of an email to the party receiving notice, indicating that a notice by telecopier has been sent and enclosing a copy of that notice), effective upon personal delivery to or refusal of delivery by the recipient (in the case of personal delivery by any of the means described above) or upon telecopier transmission during normal business hours at the recipient’s office (in the case of telecopier transmission, with any transmission outside of normal business hours being effective as of the beginning of the first business day commencing after the time of actual transmission) to the parties at their respective addresses as follows:

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To Tenant:		(until the Rent Commencement Date) Linkedln Corporation 1804 Embarcadero Road
		Palo Alto, CA 94303 Attn: Sarah Imbach Telecopier: (650) 687-0507
		Email: simbach@linkedin.com

		(after the Rent Commencement Date)
		Linkedln Corporation 2029 Stierlin Court, Suite 200 Mountain View, CA 94043
		Attn: Sarah Imbach Telecopier: (408) [to be determined] Email: simbach@linkedin.com

With a copy to:		Jones Day — Chicago 77 West Wacker Chicago, IL 60601
		Attn: James Francque Telecopier: (312) 782-8585 Email: jafrancque@jonesday.com

To Landloard:		Britannia Hacienda VIII LLC
		c/o Slough Estates USA Inc.
		444 North Michigan Avenue, Suite 3230 Chicago, IL 60611 Attn: Randy Rohner
		Telecopier: (312) 755-0717
		Email: randy@sloughusa.com

with a copy to:		Britannia Management Services, Inc. 555 Twelfth Street, Suite 1650 Oakland, CA 94607
		Attn: Magdalena Shushan Acosta Telecopier: (510) 763-6262 Email: bdsi@att.net and anelson@britanniagrp.com

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and a copy to:		Folger Levin & Kahn LLP
		Embarcadero Center West
		275 Battery Street, 23rd Floor
		San Francisco, CA 94111
		Attn: Donald E. Kelley, Jr.
		Telecopier: (415) 986-2827
		Email: dkelley@flk.com

or to such other address(es) as may be contained in a notice of address change given by either party to the other pursuant to this Section, effective no earlier than fifteen (15) days after delivery of such notice to the receiving party. Rental payments and other sums required by this Lease to be paid by Tenant shall be delivered to Landlord in care of Britannia Management Services, Inc., 555 Twelfth Street, Suite 1650, Oakland, CA 94607, or at such other address as Landlord may from time to time specify in writing to Tenant, and shall be deemed to be paid only upon actual receipt.

17.2 Successors and Assigns. The obligations of this Lease shall run with the land, and this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the original Landlord named herein and each successive Landlord under this Lease shall be liable only for obligations accruing during the period of its ownership of the Center, and any liability for obligations accruing after termination of such ownership shall terminate as of the date of such termination of ownership and shall pass to the successor lessor.

17.3 No Waiver. The failure of either party to seek redress for violation, or to insist upon the strict performance, of any covenant or condition of this Lease shall not be deemed a waiver of such violation, or prevent a subsequent act which would originally have constituted a violation from having all the force and effect of an original violation.

17.4 Severability. If any provision of this Lease or the application thereof is held to be invalid or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each of the provisions of this Lease shall be valid and enforceable, unless enforcement of this Lease as so invalidated would be unreasonable or grossly inequitable under all the circumstances or would materially frustrate the purposes of this Lease.

17.5 Litigation Between Parties. In the event of any litigation or other dispute resolution proceedings between the parties hereto arising out of or in connection with this Lease, the prevailing party shall be reimbursed for all reasonable costs, including, but not limited to, reasonable accountants’ fees and attorneys’ fees, incurred in connection with such proceedings (including, but not limited to, any appellate proceedings relating thereto) or in connection with the enforcement of any judgment or award rendered in such proceedings. “Prevailing party” within the meaning of this Section shall include, without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached or consideration substantially equal to the relief sought in the action.

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17.6 Surrender. A voluntary or other surrender of this Lease by Tenant, or a mutual termination thereof between Landlord and Tenant, shall not result in a merger but shall, at the option of Landlord, operate either as an assignment to Landlord of any and all existing subleases and subtenancies, or a termination of all or any existing subleases and subtenancies. This provision shall be contained in any and all assignments or subleases made pursuant to this Lease.

17.7 Interpretation. The provisions of this Lease shall be construed as a whole, according to their common meaning, and not strictly for or against Landlord or Tenant. The captions preceding the text of each Section and subsection hereof are included only for convenience of reference and shall be disregarded in the construction or interpretation of this Lease.

17.8 Entire Agreement. This written Lease, together with the exhibits hereto, contains all the representations and the entire understanding between the parties hereto with respect to the subject matter hereof. Any prior correspondence, memoranda or agreements are replaced in total by this Lease and the exhibits hereto. This Lease may be modified only by an agreement in writing signed by each of the parties.

17.9 Governing Law. This Lease and all exhibits hereto shall be construed and interpreted in accordance with and be governed by all the provisions of the laws of the State of California.

17.10 No Partnership. The relationship between Landlord and Tenant is solely that of a lessor and lessee. Nothing contained in this Lease shall be construed as creating any type or manner of partnership, joint venture or joint enterprise with or between Landlord and Tenant.

17.11 Financial Information. From time to time Tenant shall promptly provide directly to prospective lenders and purchasers of the Center designated by Landlord such financial information pertaining to the financial status of Tenant as Landlord may reasonably request; provided, Tenant shall be permitted to provide such financial information in a manner which Tenant deems reasonably necessary to protect the confidentiality of such information. In addition, from time to time, Tenant shall provide Landlord with such financial information pertaining to the financial status of Tenant as Landlord may reasonably request. Notwithstanding any other provisions of this Section 17.11, in no event shall Tenant be required to provide financial information hereunder (a) more often than twice in any 12-month period, or (b) during any “quiet period” in which applicable requirements of the Securities and Exchange Commission or of any other federal or state securities regulatory body would prohibit the disclosure of such information by Tenant to Landlord. Landlord agrees that all financial information supplied to Landlord by Tenant shall be treated as confidential material, and shall not be disseminated to any party or entity (including any entity affiliated with Landlord) without Tenant’s prior written consent, except that Landlord shall be entitled to provide such information, subject to reasonable precautions to protect the confidential nature thereof, (i) to Landlord’s partners and professional advisors, solely to use in connection with Landlord’s execution and enforcement of this Lease, and (ii) to prospective lenders and/or purchasers of the Center, solely for use in connection with their bona fide consideration of a proposed financing or purchase of the Center, provided that such prospective lenders and/or purchasers are not then engaged in businesses directly competitive with the business then being conducted by Tenant. For purposes of this Section, without limiting the generality of the obligations provided herein, it shall be deemed reasonable for

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Landlord to request copies of Tenant’s most recent audited annual financial statements, or, if audited statements have not been prepared, unaudited financial statements for Tenant’s most recent fiscal year, accompanied by a certificate of Tenant’s chief financial officer that such financial statements fairly present Tenant’s financial condition as of the date(s) indicated. Notwithstanding any other provisions of this Section 17.11, during any period in which Tenant has outstanding a class of publicly traded securities and is filing with the Securities and Exchange Commission, on a regular basis, Forms 10Q and 10K and any other periodic filings required under the Securities Exchange Act of 1934, as amended, it shall constitute sufficient compliance under this Section 17.11 for Tenant to furnish Landlord with copies of such periodic filings substantially concurrently with the filing thereof with the Securities and Exchange Commission.

Landlord and Tenant recognize the need of Tenant to maintain the confidentiality of information regarding its financial status and the need of Landlord to be informed of, and to provide to prospective lenders and purchasers of the Center financial information pertaining to, Tenant’s financial status. Landlord and Tenant agree to cooperate with each other in achieving these needs within the context of the obligations set forth in this Section. Without limiting the generality of the foregoing, the parties agree that the Non-Disclosure Agreement dated January 25, 2007 signed by Tenant and by Landlord’s parent, Slough Estates USA Inc., a copy of which Non-Disclosure Agreement is attached hereto (for convenience and for identification purposes) as Exhibit E and incorporated herein by this reference, shall be construed and applied as covering Landlord’s use and dissemination of any financial or other confidential information disclosed by Tenant to Landlord under this Section 17.11.

17.12 Costs. If Tenant requests the consent of Landlord under any provision of this Lease for any act that Tenant proposes to do hereunder, including, without limitation, assignment or subletting of the Premises, Tenant shall, as a condition to doing any such act and the receipt of such consent, reimburse Landlord promptly for any and all reasonable, actual out-of-pocket costs and expenses incurred by Landlord in connection therewith, including, without limitation, reasonable attorneys’ fees.

17.13 Time. Time is of the essence of this Lease, and of every term and condition hereof.

17.14 Rules and Regulations. Tenant shall observe, comply with and obey, and shall cause its employees, agents and, to the best of Tenant’s ability, invitees to observe, comply with and obey such reasonable rules and regulations for the safety, care, cleanliness, order and use of the Building and the Center as Landlord may promulgate and deliver to Tenant in writing from time to time. In the event of any conflict between any such rules and regulations and the terms and conditions of this Lease, the terms and conditions of this Lease shall prevail.

17.15 Brokers. Landlord agrees to pay a brokerage commission in connection with the consummation of this Lease (a) to Landlord’s broker, CB Richard Ellis, Inc., and (b) to Tenant’s broker, Cornish & Carey Commercial, each in accordance with a separate written agreement. Each party represents and warrants that no other broker participated in the consummation of this Lease and agrees to indemnify, defend and hold the other party harmless against any liability, cost or expense, including, without limitation, reasonable attorneys’ fees, arising out of any claims for

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brokerage commissions or other similar compensation in connection with any conversations, prior negotiations or other dealings by the indemnifying party with any other broker.

17.16 Memorandum of Lease. At any time during the term of this Lease, either party, at its sole expense and with the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), shall be entitled to record a memorandum of this Lease and, if either party so requests, both parties agree to cooperate in the preparation, execution, acknowledgment and recordation of such document in reasonable form. If such a memorandum of lease is recorded, then upon expiration or termination of this Lease, Landlord and Tenant each agree promptly to execute, acknowledge and deliver to the other party, upon written request by such other party, a Termination of Memorandum of Lease in such form as the requesting party may reasonably request, for the purpose of terminating any continuing effect of the previously recorded memorandum of lease as a cloud upon Title to the Property.

17.17 Organizational Authority. Each party to this Lease represents and warrants that the person signing this Lease on behalf of such respective party is fully authorized to do so and, by so doing, to bind such party.

17.18 Execution and Delivery. Submission of this Lease for examination or signature by Tenant does not constitute an agreement or reservation of or option for lease of the Premises. This instrument shall not be effective or binding upon either party, as a lease or otherwise, until executed and delivered by both Landlord and Tenant. This Lease may be executed in one or more counterparts and by separate parties on separate counterparts, but each such counterpart shall constitute an original and all such counterparts together shall constitute one and the same instrument.

17.19 Survival. Without limiting survival provisions which would otherwise be implied or construed under applicable law, the provisions of Sections 2.5, 5.4, 7.2, 7.3, 7.4, 8.2, 9.6, 10.6, 16.1(a), 17.5 and 17.16 hereof shall survive the termination of this Lease with respect to matters occurring prior to the expiration of this Lease.

17.20 Parking. Landlord agrees that the Common Areas, taken as a whole, shall include parking in amounts sufficient to satisfy the minimum parking requirements of the City of Mountain View applicable to the Center from time to time; that Tenant shall have the non¬exclusive and non-reserved use of approximately 3.0 automobile parking stalls per 1,000 rentable square feet of space in the Premises; and that there shall be no additional cost or charge to Tenant for the nonexclusive use of such parking by Tenant and its employees and invitees.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first set forth above.


“Landlord”			“Tenant”

BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company			LINKEDIN CORPORATION, a Delaware corporation

By:	Slough Estates USA Inc., a Delaware corporation,		By:	/s/ Sarah Imbach

Its Operations Manager and Member			Name:	Sarah Imbach
			Title:	Chief Financial Officer

	By:	/s/ Jonathan M. Bergschneider
		Jonathan M. Bergschneider
		Senior Vice President	By:

			Name:

			Title:

[signatures continued on next page]

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The undersigned entities, being all of the fee owners (as tenants in common) of the Center and the Property, hereby acknowledge, confirm and agree that: (i) they approve and accept the terms of the foregoing Lease; (ii) Britannia Hacienda VIII LLC is authorized to enter into the Lease and to perform all of the obligations of Landlord thereunder; and (iii) in the event they or any of them succeed to the right, Title and interest of Landlord under the Lease, in consideration of and conditional upon attornment by Tenant or by any permitted assignee of Tenant’s interest under the Lease as contemplated in the final sentence of Section 15.1 of the Lease, they will not disturb the rights or occupancy of Tenant or of such permitted assignee, as applicable, so long as Tenant or such permitted assignee, as applicable, is not in material default under the Lease beyond any applicable cure periods (for which purpose the occurrence and continuance of any event of default under Section 14.1 of the Lease shall be deemed to be “material”). In addition, the undersigned entities hereby jointly and severally guarantee, for the benefit of Tenant and any permitted assignee of Tenant’s interest under the Lease, the performance of all of the Landlord’s obligations under the Lease and Workletter in accordance with their respective terms; provided, that the foregoing guarantee shall terminate upon the date (if applicable) on which the entire fee ownership of the Property is held by Britannia Hacienda VIII LLC or by any successor to Britannia Hacienda VIII LLC as the holder of the entire Landlord’s interest under the Lease and Workletter.

Dated as of the date first set forth above in the Lease.

Slough CDEC II, LLC, a Delaware limited liability company


By:		/s/ Jonathan M. Bergschneider
		Jonathan M. Bergschneider, Secretary

Slough CDEC III, LLC, a Delaware limited liability company

By:		/s/ Jonathan M. Bergschneider
		Jonathan M. Bergschneider, Secretary

Slough CDEC IV, LLC, a Delaware limited liability company

By:		/s/ Jonathan M. Bergschneider
		Jonathan M. Bergschneider, Secretary

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Exhibit 10.14

EXHIBITS


EXHIBIT A-1		Site Plan (The Center)

EXHIBIT A-2		Building Plan

EXHIBIT B		Workletter

EXHIBIT C		Form of Acknowledgment of Rent Commencement Date

EXHIBIT D		List of Exhibit D Property

EXHIBIT E		Non-Disclosure Agreement

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Exhibit 10.14

EXHIBIT A-1

SITE PLAN (THE CENTER)

[See attached page.]

EXHIBIT A-1 TO LEASE

LOGO

Exhibit 10.14

EXHIBIT A-2

BUILDING PLAN

[See attached two (2)] pages.

EXHIBIT A-2 TO LEASE

LOGO

Exhibit 10.14

EXHIBIT B

WORKLETTER

This Workletter (“Workletter”) constitutes part of the Lease dated as of March 20, 2007 (the “Lease”) between BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company (“Landlord”), and LINKEDIN CORPORATION, a Delaware corporation (“Tenant”). The terms of this Workletter are incorporated in the Lease for all purposes.

NOTE: The provisions of this Workletter are intended to apply only to Tenant Improvements constructed by Tenant in the Premises. The work that Landlord is required to perform under Section 2.3 of the Lease (such work being defined in the Lease as “Landlord’s Work”) shall be governed solely by such Section 2.3 and any other applicable provisions of the main Lease, and not by this Workletter.

1. Defined Terms. As used in this Workletter, the following capitalized terms have the following meanings:

(a) Approved Plans: Plans and specifications prepared by the Architect for the Tenant Improvements and approved by Landlord in accordance with Paragraph 2 of this Workletter, subject to further modification from time to time to the extent provided in and in accordance with such Paragraph 2.

(b) Architect: The Architect for the Tenant Improvements shall be selected by Tenant with the written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.

(d) Final Working Drawings: See definition in Paragraph 2(a) hereof.

(e) General Contractor: The General Contractor for the Tenant Improvements shall be selected by Tenant with the written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, as contemplated in Paragraph 4(a) hereof.

(f) Project Manager. Britannia Management Services, Inc. (contact person: Ann Nelson), or any other project manager designated by Landlord in its sole discretion from time to time by written notice to Tenant to act in an oversight and coordinating capacity on behalf of Landlord, as contemplated in Paragraph 2(d) below, in connection with the design and/or construction of Landlord’s Work and the Tenant Improvements.

(g) Tenant Improvements: The improvements to or within the Premises as shown on the Approved Plans from time to time and to be constructed by Tenant pursuant to the Lease and this Workletter. Subject to the procedures set forth in this Workletter for preparation and approval

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of such Approved Plans and subject to receipt of all necessary permits and governmental approvals, the parties presently contemplate that the Tenant Improvements will generally include (i) replacement of floors in restrooms, (ii) installation of a curved glass security door to secure the Premises, (iii) installation of vertical cables to prevent entry to the Premises by jumping over railings, (iv) replacement of the top portion of cubicles with glass panels, (v) demolition of the dividing wall between the two large rooms near the right rear staircases (with the remaining wall to be half-height with glass on top), and (vi) installation of new server cabinets and upgrading of the server room area, including telephone and data wiring.

(h) Capitalized terms not otherwise defined in this Workletter shall have the definitions set forth in the Lease.

2. Plans, Cost of Improvements and Construction. Landlord and Tenant shall comply with the procedures set forth in this Paragraph 2 in preparing, delivering and approving matters relating to the Tenant Improvements.

(a) Approved Plans and Working Drawings for Tenant’s Work. Tenant shall promptly and diligently cause to be prepared and delivered to Landlord for approval (which approval shall not be unreasonably withheld, conditioned or delayed by Landlord) a space plan and outline specifications for the Tenant Improvements that Tenant wishes to construct in the Premises (the “Schematic Plans”). Following mutual approval of the Schematic Plans, Tenant shall then promptly and diligently cause to be prepared and delivered to Landlord for approval (which approval shall not be unreasonably withheld, conditioned or delayed by Landlord) final working drawings and specifications for the Tenant Improvements, including any applicable life safety, mechanical and electrical working drawings and final architectural drawings (collectively, the “Final Working Drawings”). The Final Working Drawings shall substantially conform to the approved Schematic Plans. Within ten (10) days after receipt of the Final Working Drawings from Tenant, Landlord shall either approve the Final Working Drawings or set forth in writing with particularity any changes necessary to bring the Final Working Drawings into substantial conformity with the approved Schematic Plans or into a form which will be acceptable to Landlord. Upon approval of the Final Working Drawings by Landlord and Tenant, the Final Working Drawings shall constitute the “Approved Plans,” superseding (to the extent of any inconsistencies) any inconsistent features of the previously approved Schematic Plans. After Approved Plans are available, Tenant may submit the same to the appropriate governmental authorities for all applicable building permits. Tenant agrees that neither Landlord nor Landlord’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Premises and that obtaining the same shall be Tenant’s responsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy and, if applicable, shall submit plans and complete all of Landlord’s Work under Section 2.3 of the Lease with reasonable diligence as reasonably required to allow Tenant to obtain a permit or certificate of occupancy. Prior to commencing construction of the Tenant Improvements, Tenant shall provide Landlord with a copy of all required permits.

(b) Cost of Improvements. “Cost of Improvement” shall mean, with respect to any item or component for which a cost must be determined in order to allocate such cost, or an

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increase in such cost, to Landlord and/or Tenant pursuant to this Workletter, the sum of the following (unless otherwise agreed in writing by Landlord and Tenant with respect to any specific item or component or any category of items or components): (i) all sums paid to contractors or subcontractors for labor and materials furnished in connection with construction of such item or component; (ii) all costs, expenses, payments, fees and charges (other than penalties) paid or incurred to or at the direction of any city, county or other governmental or quasi-governmental authority or agency which are required to be paid in order to obtain all necessary governmental permits, licenses, inspections and approvals relating to construction of such item or component; (iii) engineering and architectural fees for services rendered in connection with the design and construction of such item or component (including, but not limited to, the Architect for such item or component and an electrical engineer, mechanical engineer and civil engineer, if applicable); (iv) sales and use taxes; (v) testing and inspection costs; (vi) the cost of power, water and other utility facilities and the cost of collection and removal of debris required in connection with construction of such item or component; and (vii) all other “hard” and “soft” costs incurred in the construction of such item or component in accordance with the Approved Plans and this Workletter.

(c) Changes. If Tenant at any time desires to make any material changes, alterations or additions to the Approved Plans, such material changes, alterations or additions shall be subject to approval by Landlord in the same manner as the original Approved Plans as provided above. For purposes of this paragraph, a “material” change, alteration or addition shall mean one which affects the Building shell (including, but not limited to, structural elements, roof and exterior walls and windows), Building systems, common areas of the Building, or premises leased to other tenants within the Building, or which has a cost impact in excess of $10,000.

(d) Project Management. Unless and until revoked by Landlord by written notice delivered to Tenant, Landlord hereby (i) delegates to Project Manager the authority to exercise all approval rights and other rights and powers of Landlord under this Workletter with respect to the design and construction of the Tenant Improvements, and (ii) requests that Tenant work with Project Manager with respect to any and all logistical or other coordination matters arising in the course of construction of the Tenant Improvements, in which regard Project Manager’s role on behalf of Landlord may include (but need not be limited to) reviewing and processing Tenant’s requests for disbursement of the Tenant Improvement Allowance, monitoring Tenant’s and Landlord’s compliance with their respective obligations under this Workletter and under the Lease in connection with the design and construction of the Tenant Improvements, and facilitating and assisting in coordination between teams performing Landlord’s Work and teams constructing the Tenant Improvements, to the extent any such construction activity is occurring concurrently. Tenant acknowledges the foregoing delegation and request, and agrees to cooperate reasonably with Project Manager as Landlord’s representative pursuant to such delegation and request. As between Landlord and Tenant, however, Landlord shall be bound by and be fully responsible for all acts and omissions of Project Manager and for the performance of all of Landlord’s obligations under the Lease and this Workletter, notwithstanding such delegation of authority to Project Manager. Notwithstanding the preceding sentence, neither Landlord’s delegation of authority to Project Manager nor Project Manager’s performance of the functions and responsibilities contemplated in this paragraph shall cause Landlord or Project Manager to incur any obligations or responsibilities for the design, construction or delivery of the Tenant Improvements, except to the extent of the

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specific obligations and responsibilities expressly set forth in the Lease and in this Workletter. All fees and charges of Project Manager for its services rendered to or on behalf of Landlord in connection with the Tenant Improvements and Landlord’s Work shall be at Landlord’s sole expense, and shall not be chargeable to Tenant or to the Tenant Improvement Allowance.

3. Payment of Costs. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to Ten Dollars ($10.00) per square foot, equivalent to an aggregate allowance of up to Three Hundred Seventy-Two Thousand Nine Hundred Thirty and No/100 Dollars ($372,930.00), toward the Cost of Improvements for such Tenant Improvements (the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter or in the Lease, Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in the Premises in excess of the Tenant Improvement Allowance or such portion thereof as Tenant elects to use (if any such excess occurs), including (but not limited to) any costs or cost increases incurred as a result of unavoidable delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to utilize the entire Tenant Improvement Allowance (or so much thereof as Tenant elects to use) for the Tenant Improvements prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements (except to the extent any costs are incurred which are not eligible for payment or reimbursement out of the Tenant Improvement Allowance under the express provisions governing the Tenant Improvement Allowance, including, without limitation, the express restrictions set forth below in this paragraph). The funding of the Tenant Improvement Allowance (or so much thereof as Tenant elects to use) shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certifications and/or other evidence reasonably satisfactory to Landlord or Project Manager that expenses have been incurred for the design and construction of alterations and improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture (except with respect to the cubicle modifications specifically listed in clause (iv) of Paragraph 1(g) above), trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant as of April 30, 2008 shall expire and shall no longer be available to Tenant thereafter. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under the Lease and will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 of the Lease.

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4. Tenant’s Work. Tenant shall construct and install the Tenant Improvements in the Premises substantially in accordance with the Approved Plans. Tenant’s construction of the Tenant Improvements shall be performed in accordance with, and shall in all respects be subject to, the terms and conditions of the Lease (to the extent not inconsistent with this Workletter), and shall also be subject to the following conditions:

(a) Contractor Requirements. The general contractor engaged by Tenant for construction of the Tenant Improvements, and any subcontractors, shall be duly licensed in California and shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall engage only union contractors for the construction of the. Tenant Improvements and for the installation of Tenant’s fixtures and equipment in the Building, and shall require all such contractors engaged by Tenant, and all of their subcontractors, to use only union labor on or in connection with such work, except to the extent Landlord determines, in its reasonable discretion, that the use of non-union labor would not create a material risk of labor disputes, picketing or work interruptions at the Center, in which event Landlord shall, to that extent, waive such union labor requirement at Tenant’s request.

(b) Costs and Expenses of Tenant Improvements. Subject to Landlord’s payment or reimbursement obligations under Paragraph 3 hereof with respect to Landlord’s share of the Cost of Improvements for the Tenant Improvements, Tenant shall promptly pay all costs and expenses arising out of the design and construction of the Tenant Improvements (including the costs of permits) and shall furnish Landlord with evidence of payment on request. Tenant shall provide Landlord with ten (10) days prior written notice before commencing any construction activities on the Property. Upon completion of construction of the Tenant Improvements, Tenant shall deliver to Landlord a release and unconditional lien waiver executed by each contractor, subcontractor and materialman involved in the design or construction of the Tenant Improvements.

(c) Tenant’s Indemnification. Tenant shall indemnify, defend (with counsel reasonably satisfactory to Landlord) and hold Landlord harmless from all suits, claims, actions, losses, costs and expenses (including, but not limited to, claims for workers’ compensation, attorneys’ fees and costs) based on personal injury or property damage or contract claims (including, but not limited to, claims for breach of warranty) arising from the design and construction of the Tenant Improvements from any cause whatsoever other than negligence or willful misconduct or omission by Landlord or its agents, employees or contractors. Tenant shall repair or replace (or, at Landlord’s election, reimburse Landlord for the cost of repairing or replacing) any portion of the buildings or other existing improvements on the Property and/or any of Landlord’s real or personal property or equipment that is damaged, lost or destroyed in the course of or in connection with the construction of the Tenant Improvements, except to the extent (i) any such damage, loss or destruction is caused by negligence or willful misconduct or omission by Landlord or its agents, employees or contractors, or (ii) any demolition or removal of existing improvements is explicitly contemplated in the Approved Plans as approved by Landlord.

(d) Insurance. With respect to the construction of the Tenant Improvements, Tenant’s contractors shall obtain and provide to Landlord certificates evidencing workers’ compensation, employer’s liability, public liability and property damage insurance in amounts and forms and with companies reasonably satisfactory to Landlord, and Tenant shall provide to Landlord

B-5

certificates evidencing Tenant’s compliance with the insurance requirements of Article 10 of the Lease (except to the extent any such requirements by their nature or terms are clearly relevant only after Tenant’s commencement of business operations on the Premises). In addition, to the extent Landlord or Project Manager advises Tenant of any specific insurance requirements that are commercially reasonable and customary during a “course of construction” period (such as, but not limited to, designation of specified “additional insureds” who would not ordinarily be required to be named in that capacity during the Lease term under Article 10 of the Lease), Tenant shall comply with and/or cause its contractors (as applicable) to comply with such additional requirements. Landlord expressly acknowledges and agrees that coverage limits of $2 million will be sufficient for purposes of public liability and/or general commercial liability insurance carried pursuant to this paragraph (d).

(e) Rules and Regulations; Construction Signage. Tenant and Tenant’s contractors shall comply with any rules, regulations and requirements that Landlord, Project Manager or Landlord’s property manager or general contractor (if any) may reasonably impose and deliver to Tenant in writing with respect to the construction of the Tenant Improvements. Tenant’s agreement with Tenant’s contractors shall require each contractor to provide reasonable and customary daily cleanup of the construction area to the extent that such cleanup is necessitated by the performance of such contractor’s activities in connection with the construction of the Tenant Improvements. Any temporary construction signage (including, but not limited to, directional signage and/or identifying signage) which Tenant or any of its contractors or subcontractors may wish to place anywhere in or about the Center shall be subject to all of the provisions of Section 7.5 of the Lease, including (but not limited to) prior written approval of the location, size, design and composition of such signage by Landlord, or by either Project Manager or Landlord’s property manager on behalf of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned.

(f) Risk of Loss. All materials, work, installations and decorations of any nature brought onto or installed in the Building, by or at the direction of Tenant or in connection with the construction of the Tenant Improvements, prior to the Rent Commencement Date shall be at Tenant’s risk, and neither Landlord nor any party acting on Landlord’s behalf shall be responsible for any damage, loss or destruction thereof.

(g) Condition of Tenant’s Work. All work performed by Tenant shall be performed in a good and workmanlike manner, shall be free from defects in design, materials and workmanship, and shall be completed in compliance with the Approved Plans in all material respects and in compliance with all applicable governmental laws, ordinances, codes and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Tenant shall be responsible (i) for obtaining all permits and approvals necessary for the construction of the Tenant Improvements, and (ii) for compliance of all Tenant Improvements with the requirements of the ADA and all similar or related requirements under federal, state or local laws pertaining to access by persons with disabilities.

(h) As-Built Drawings; Permit Signoffs. At the conclusion of construction, Tenant shall cause the Architect and General Contractor (i) to update the Approved Plans as necessary to reflect all changes made to the Approved Plans during the course of construction, (ii) to

B-6

certify to the best of their knowledge that the “record set” of as-built drawings are true and correct, which certification shall survive the expiration or termination of this Lease, and (iii) to deliver to Landlord, within sixty (60) days following issuance of a certificate of occupancy for the Premises or for the Tenant Improvements, (A) two (2) set of copies of such record set of drawings and (B) a copy of the final, signed version of building permit for the Tenant Improvements.

5. Delay in Completion of Tenant Improvements. Notwithstanding anything to the contrary contained in this Workletter or in the Lease, the Rent Commencement Date under the Lease shall be delayed by one (1) day for each day, if any, by which Tenant’s Substantial Completion of the Tenant Improvements to be constructed initially by Tenant pursuant to this Workletter is delayed beyond May 1, 2007 by one or more Landlord Delays. For purposes of this paragraph, “Substantial Completion” means completion in all material respects, subject on to completion of punch list items that do not materially impair Tenant’s use of the Premises; similar phrases (such as “Substantially Completed”) shall have the same substantive meaning, with such grammatical modification as may be necessary to fit the specific context in which the phrase is used; and “Landlord Delay” means any actual and material delay in Substantial Completion of the Tenant Improvements to the extent caused by (a) any delay by Landlord, beyond the applicable response periods prescribed in this Workletter, in responding to any request by Tenant for approval of plans, specifications or changes, or (b) any delay beyond March 31, 2007 in the Substantial Completion of Landlord’s Work (as defined in the Lease); provided that no Landlord Delay shall be deemed to commence prior to the later to occur of (i) the date of actual commencement of the actual and material delay in the construction of the Tenant Improvements or (ii) the date Tenant notifies Landlord in writing that Tenant believes a Landlord Delay has commenced, which notice shall describe in reasonable detail the nature of the event claimed by Tenant to constitute the Landlord Delay and the nature of the actual delay claimed by Tenant to be occurring in the construction of the Tenant Improvements. In applying the foregoing provisions and the provisions of Section 2.2 of the Lease, Tenant and Landlord shall each use reasonable, good faith efforts to identify and adopt any commercially reasonable “work arounds” or alternative schedules or plans to avoid or minimize the impact of any Landlord Delays, but the phrase “commercially reasonable” shall not be construed to require either party to incur any material increase in such party’s costs, net of any economic benefits reasonably accruing to such party, in order to mitigate the effects of a Landlord Delay.

6. No Agency. Nothing contained in this Workletter shall make or constitute Tenant as the agent of Landlord.

7. Survival. Without limiting any survival provisions which would otherwise be implied or construed under applicable law, the provisions of Paragraph 4(c) of this Workletter shall survive the termination of the Lease with respect to matters occurring prior to expiration of the Lease.

8. Miscellaneous. All references in this Workletter to a number of days shall be construed to refer to calendar days, unless otherwise specified herein. If any item requiring approval by Landlord is disapproved by Landlord in a timely manner, the procedure for preparation and approval of that item shall be repeated.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Workletter concurrently with and as of the date of the Lease.


“Landlord”			“Tenant”

BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company			LINKEDIN CORPORATION, a Delaware corporation

By:	Slough Estates USA Inc., a Delaware corporation, Its Operations Manager and Member		By:	/s/ Sarah Imbach
			Its:	Sarah Imbach, CFO

	By:	/s/ Jonathan M. Bergschneider
		Jonathan M. Bergschneider	By:
		Senior Vice President	Its:

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Exhibit 10.14

EXHIBIT C

ACKNOWLEDGMENT OF RENT COMMENCEMENT DATE

This Acknowledgment is executed as of March 20, 2007, by BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company (“Landlord”), and LINKEDIN CORPORATION, a Delaware corporation (“Tenant”), pursuant to Section 2.4 of the Lease dated March 20, 2007 between Landlord and Tenant (the “Lease”) covering premises located at 2029 Stierlin Court, Suite 200, Mountain View, CA 94043 (the “Premises”).

Landlord and Tenant hereby acknowledge and agree as follows:

1. The Rent Commencement Date under the Lease is May 1, 2007.

2. The termination date under the Lease shall be April 30, 2010, subject to any applicable provisions of the Lease for extension or early termination thereof.

3. The square footage of the Premises is 37,293 square feet.

4. Tenant accepts the Premises, subject only to Landlord’s warranties, representations and obligations expressly set forth in Section 2.3 of the Lease.

This Acknowledgment is executed as of the date first set forth above.


“Landlord”			“Tenant”

BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company			LINKEDIN CORPORATION, a Delaware corporation

By:	Slough Estates USA Inc., a Delaware corporation, Its Operations Manager and Member		By:
			Its:	Sarah Imbach, CFO

	By:
		Jonathan M. Bergschneider	By:
		Senior Vice President	Its:

EXHIBIT C TO LEASE

Exhibit 10.14

EXHIBIT D

LIST OF EXHIBIT D PROPERTY


FURNITURE INVENTORY

A. OPEN AREAS			Qty.
Cubicles			120
Dry erase boards			111
Padded pedestal			127
Chairs			101
Overhead cabinets			130

B. PRIVATE OFFICES
Wood desks			8
Overhead cabinets			8
Shelves			6
3-drawer pedestal			10
2-drawer pedestal			11
Lateral 2-drawer pedestal			3
Dry erase boards			15
Round coffee tables			3
Conference table			1

C. CONFERENCE ROOMS
Conference tables			3
Round coffee tables			3
Wood desks			5
Overhead cabinets			4
File cabinets			1
Dry erase boards			6
Chairs			26
Red lounge chairs			5

EXHIBIT D TO LEASE

Exhibit 10.14

EXHIBIT E

NON-DISCLOSURE AGREEMENT

This NON-DISCLOSURE AGREEMENT (the “Agreement” is by and between LinkedIn; hereinafter “Company’), and the undersigned (hereinafter “Recipient”).

WHEREAS, Recipient has requested information from Company in connection with consideration of a possible transaction or relationship between Recipient and Company.

WHEREAS, in the course of consideration of the possible transaction or relationship, the Company may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning the Company and its activities.

THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Company to Recipient of certain information.

1. Definitions. For purposes of this Agreement, “Confidential Information” stall include all information or materiel that have or could have commercial value or other utility in the business or prospective-business of Company or its subsidiaries or affiliates. Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the Interests of Company or its subsidiaries or affiliates whether or not such information is identified as Confidential Information by Company. By example and without limitation, Confidential Information includes, but is not limited to, any and all information of the following or similar nature, whether or not reduced to writing: Customer lists, customer and supplier identities and characteristics, agreements, marketing knowledge and information, sales figures, pricing information, marketing plans and business plans, strategies, forecasts, financial information, budgets, software, research papers, projections, procedures, routines, quality control and manufacturing procedures, patents, patent applications, processes, formulae, trade secrets, innovations, inventions, discoveries, improvements, research or development and test results, specifications, data, know-how, formats, plans, sketches, specifications, drawings, models, and any other information or procedures that arc treated as or designated secret or confidential by Company or its customers or potential customers. For purposes of thug Agreement, the term “Recipient” shall include Recipient, the company he or she represents, and alt affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term “Representative” shall include Recipient’s directors, officers, employees, agents, and financial, legal, and other advisers.

2. Exclusions. Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient’s possession prior to its being furnished to Recipient

under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual. legal or fiduciary obligation of confidentiality to Company; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Company; or (d) is independently developed by Recipient Without use of or reference to the Confidential Information.

3. Confidentiality. Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in paragraphs 4 and 5 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Company against any and all losses, damages, claims, expenses, and attorneys’ fees incurred or suffered by Company as a result of a breach of this Agreement by Recipient or its Representatives.

4. Permitted Disclosures. Recipient may disclose Company’s Confidential Information to Recipient’s responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Company and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information.

5. Required Disclosures. Recipient may disclose Company’s Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Company a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure.

6. Use. Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Company and shall not in any way use the Confidential Information to the detriment of Company. Nothing in this Agreement shall be construed as granting any rights to Recipient, by license or otherwise, to any of Company’s Confidential Information.

7. Acquisition of Information. Recipient shall not initiate or maintain contact, except for the contacts made in the ordinary courts of business, with any director, officer, employee or agent of Company regarding its business,

EXHIBIT E TO LEASE

operations, prospects, or finances, except with the written approval of Company.

8. Non-Solicitation of Company Employees. Recipient shall not, without the prior written approval of Company, hire or enter into a contract with any employee, agent or representative of Company to provide services to Recipient or, directly or indirectly, induce or attempt to induce or otherwise counsel, discuss, advise or encourage any employee, agent or representative of Company to leave or otherwise terminate such Person’s relationship with Company for a period of twelve months following the date hereof.

9. Confidentiality of Negotiations. Recipient and its Representatives shall not make any statement, public announcement, release to any trade publication or the press, or in form any third party of the discussions or negotiations m connection with the possible negotiated transaction or the exchange of Confidential Information related to a possible transaction or relationship with Company. Recipient may make such a disclosure if it has received the written opinion of outside counsel that such disclosure must be made in order to avoid a violation of law and a copy of such opinion has been provided to Company.

10. Return of Documents. If Recipient does not proceed with the possible transaction with Company, Recipient shall notify Company of that decision and shall, at that time or at any time upon the request of Company for any reason, return to Company any and all records, notes, and other written, printed or other tangible materials in its possession pertaining to the Confidential Information immediately on the written request of Company. The returning of materials shall not relieve Recipient from compliance with other terms and conditions of this Agreement.

11. No Additional Agreements. Neither the holding of discussions nor the exchange of material or Information shell be construed as an obligation of Company to enter into any other agreement with Recipient or prohibit Company from providing the same or similar Information to other parties and entering into agreements with other parties. Company reserves the right, in its sole discretion, to reject any and all proposals made by Recipient or its Representatives with regard to a transaction between Recipient and Company and to terminate discussions and negotiations with Recipient at any time. Additional agreements of the parties, if any, shall be in writing signed by Company and Recipient.

12. Irreparable Harm. Recipient understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that Company shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as Company shall deem appropriate. Such right of Company is to be in addition to the remedies

otherwise available to Company at law or in equity. Recipient expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond by Company.

13. Survival. This Agreement shall continue in full force and effect at all times.

14. Successors and Assigns. This Agreement and each party’s obligations hereunder shall be binding on the representatives, assigns, and successors of such party and shell inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of Recipient hereunder are not assignable

15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties hereby irrevocably consent to the jurisdiction of the state and federal courts located in Los Angeles, California, in any action arising out of or relating to this Agreement, and waive any other venue to which either party might be entitled by domicile or otherwise.

16. Attorney’s Fees. It any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be awarded its attorneys’ fees and costs incurred.

17. Counterparts and Right. This Agreement may be signed in counterparts, which together shall constitute one agreement. The person signing on behalf of Recipient represents that he or she has the right and power to execute this Agreement.

18. Entire Agreement. This Agreement expresses the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, ‘whether written or oral, with respect to the subject matter. This Agreement is not, however, to limit any rights that Company may have under trade secret, copyright, patent or other laws that may be available to Company. This Agreement may not be amended or modified except in writing signed by each of the parties to the Agreement. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof.

Date: 1/25/07


LinkedIn (“Company”)

By:
Title:

Slough Estates USA Inc. (“Recipient”)

By:
Title:		Jonathan Bergschneider
		Senior Vice President

E-2

EX-10.14.A 15 dex1014a.htm FIRST AMENDMENT TO LEASE First Amendment to Lease

Exhibit 10.14 A

FIRST AMENDMENT TO LEASE

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:

Recitals

A. Landlord and Tenant are parties to a Lease dated as of March 20, 2007 (the “Initial Lease”), covering premises consisting of approximately 37,293 square feet of space constituting Suite 200 (the “Initial Premises”) of the building commonly known as 2029 Stierlin Court (the “Building”) in the Britannia Shoreline Technology Park in Mountain View, California (the “Center”). The term of the Initial Lease is scheduled to expire on April 30, 2010, subject to one 2-year renewal option as set forth in the Initial Lease.

B. As of the Expansion Commencement Date (as defined below), Landlord and Tenant wish to add space consisting of approximately 22,807 square feet constituting Suite 100 of the Building to the Initial Premises for the remainder of the term of the Lease and, if applicable, for any renewal term duly elected by Tenant under the Lease. For purposes of this Amendment and of the Initial Lease as modified by this Amendment, the term “Expansion Premises” shall mean Suite 100 described in the preceding sentence; the term “Premises” shall mean and include both the Initial Premises and the Expansion Premises; and the term “Lease” shall mean the Initial Lease as modified by this Amendment.

C. In connection with the addition of the Expansion Premises to the Initial Premises pursuant to this Amendment, Landlord and Tenant also wish to modify certain provisions of the Initial Lease and certain of their respective rights and obligations thereunder, all subject to and as more particularly set forth in this Amendment. As of the Effective Date, this Amendment modifies and amends the Initial Lease and supersedes any inconsistent provisions of the Initial Lease with respect to the matters covered by this Amendment.

D. Capitalized terms used in this Amendment as defined terms but not specifically defined in this Amendment shall have the meanings assigned to such terms in the Initial Lease.

Agreement

NOW, THEREFORE, in consideration of the mutual agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

Expansion Premises Included in Premises; Base Rent; Pro Rata Share; Utilities.

(a) As of the day on which Landlord delivers possession of the Expansion Premises to Tenant in the condition required under this Amendment (such day being referred to

herein as the “Expansion Commencement Date”), the Expansion Premises are added to the Initial Premises and shall constitute part of the Premises under the Lease for all purposes, except as otherwise expressly provided herein. For purposes of determining the Expansion Commencement Date, the Expansion Premises shall be deemed to be in the condition required under this Amendment if they comply in all material respects with the condition required under Paragraph 3 of this Amendment, subject only to “punch list” items which do not materially interfere with Tenant’s ability to occupy and use the Expansion Premises for the normal operation of Tenant’s business. To the extent any such “punch list” items exist on the Expansion Commencement Date, Landlord shall proceed with reasonable diligence to complete the repair or correction of such “punch list” items as promptly as practicable after the Expansion Commencement Date. The present expectation of the parties is that the Expansion Commencement Date will occur on or about November 1, 2007, but the parties acknowledge that Landlord’s ability to deliver the Expansion Premises to Tenant on or about that target date is subject to multiple variables, some of which may be beyond the control of Landlord, including (but not limited to) the surrender of the space by the preceding tenant of the Expansion Premises (the “Preceding Tenant”). During the period from the Effective Date until the Expansion Commencement Date, Landlord agrees to provide Tenant with periodic updates regarding the progress of delivery of the Expansion Premises and the anticipated Expansion Commencement Date, as reasonably requested in writing by Tenant from time to time. If the surrender of the Expansion Premises by the Preceding Tenant occurs before the target date specified above, Landlord will use its commercially reasonable efforts to deliver the Expansion Premises to Tenant as promptly as practicable thereafter, and the parties acknowledge that the Expansion Commencement Date might occur as early as October 16, 2007.

(b) The Expansion Premises are fully constructed as of the Effective Date, have been measured by Landlord’s Architect and, applying the measurement formula customarily used by Landlord to measure square footage of buildings in the Center, have been determined to contain 22,807 square feet, which measurement is final and binding on the parties, is hereby accepted by the parties for all purposes under this Amendment and under the Lease, and is not subject to remeasurement or adjustment. Page 2 of the Building Plan attached to the Initial Lease as Exhibit A-2, which page shows the first floor layout of the Building, is hereby deleted in its entirety and replaced with the layout set forth in Exhibit A attached hereto and incorporated herein by this reference. Because other tenants of the Building now require roof-top access, the stairwells, which were described as Premises exclusive use areas on the first floor of Building in the Initial Lease, are now common areas as shown on the attached Exhibit A.

(c) Prior to January 1, 2008 (the “Expansion Rent Commencement Date”), Tenant shall have no obligation to pay monthly minimum rental for the Expansion Premises. Effective as of the Expansion Rent Commencement Date, the monthly minimum rental payable by Tenant pursuant to Section 3.1(a) of the Lease for the Expansion Premises, and the combined monthly minimum rental payable by Tenant for the Premises, for the remaining Term of the Lease shall be as set forth in Part I of Schedule 1 attached hereto and incorporated herein by this reference. Notwithstanding the foregoing, if the Expansion Commencement Date does not occur by November 1, 2007, then the Expansion Rent Commencement Date shall be delayed until the date which is two (2) months after the Expansion Commencement Date. In addition, if the Expansion Commencement Date does not occur by January 1, 2008, then Tenant shall have the right to terminate this Amendment (and thereby

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to terminate any and all obligations of Tenant with respect to the Expansion Premises) by written notice at any time after January 1, 2008 and prior to the actual occurrence of the Expansion Commencement Date. Except as expressly set forth in this Paragraph 1(c), Landlord shall have no liability or obligation to Tenant for any failure or inability of Landlord to cause the Expansion Commencement Date to occur on November 1, 2007 or at any time thereafter.

(d) The square footage used in Part I of Schedule 1 in calculating the monthly minimum rental applicable to the Expansion Premises for periods prior to May 1, 2008, in being less than the entire square footage of the Expansion Premises, is not meant to imply any limitation on Tenant’s right or ability to have access to and to use the entire Expansion Premises during such months, and shall not affect in any way the calculation of Tenant’s Operating Cost Share under the Lease (which shall include the entire square footage of the Expansion Premises, beginning on the date specified in Paragraph 1(e) below). Such reduced square footage in Part I of Schedule 1 merely represents a method of implementing an economic agreement between the parties with respect to the calculation of Tenant’s monthly minimum rental obligation during the periods prior to May 1, 2008.

(e) Effective as of the Expansion Commencement Date, Tenant’s Operating Cost Share under the Lease (i) in the case of Operating Expenses that are reasonably allocable solely to the Premises shall be one hundred percent (100%), (ii) in the case of Operating Expenses that are reasonably allocable to the Building shall be eighty-eight and seventy-nine one-hundredths percent (88.79%), and (iii) in the case of Operating Expenses (if any) that are determined and allocated on a Center-wide basis shall be shall be eight and thirty-two one-hundredths percent (8.32%). The percentages in the immediately preceding sentence are based on a rentable square footage of 60,100 square feet for the entire Premises, of 67,684 square feet for the Building, and of 722,788 square feet for all of the buildings presently located in the Center.

(f) Notwithstanding the provisions of Paragraph 1(e) above, from and after the Expansion Commencement Date, Tenant shall be responsible for payment of all costs for utilities and services supplied to the entire Premises.

Term; Renewal Option.

(a) The Termination Date for the initial term of the Lease shall remain unchanged and shall be applicable to the entire Premises.

(b) Tenant shall continue to have the option set forth in Section 2.6 of the Initial Lease to extend the initial term of the Lease, at the minimum rental set forth in Part II of Schedule 1 attached hereto and incorporated herein by this reference and otherwise upon all the terms and provisions applicable to the initial term of the Lease, for one (1) additional period of two (2) years, commencing upon the expiration of the initial Term of the Lease. The renewal option set forth in such Section 2.6 of the Lease may be exercised by Tenant or by any permitted assignee of Tenant’s interest under the Lease that is in possession of the Premises at the time of such exercise, but may not be exercised by or assigned to any subtenant of the Premises or any portion thereof.

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3. Condition of Expansion Premises. Tenant is accepting the Expansion Premises “as is,” in their presently existing condition, except as otherwise expressly set forth in this Amendment, and acknowledges that the provisions of the Workletter (Exhibit B to the Lease) do not apply to the Expansion Premises and that Landlord has no obligation to make any improvements to the Premises or to provide any improvement allowance to Tenant in connection with this Amendment, except as follows:

(a) Tenant acknowledges that any furniture, equipment, trade fixtures and other personal property belonging to and removed by the Preceding Tenant prior to the Expansion Commencement Date is excluded from the “as is” delivery condition described above. Landlord shall deliver the Expansion Premises on the Expansion Commencement Date in broom-clean condition, with all furniture, equipment, trade fixtures and personal property of the Preceding Tenant removed, and with any material damage caused by such removal repaired at no expense to Tenant. Such repair obligation shall include patching of any holes or similar damage caused by such removal, but shall not include painting of interior walls (such painting being the responsibility of Tenant as set forth in Paragraph 3(d) below).

(b) Landlord shall cause (i) the roof and structural elements of the Building and (ii) all mechanical, electrical, plumbing, HVAC and life safety systems serving the Expansion Premises to be in good working condition as of the Expansion Commencement Date. Thereafter, the repair and maintenance obligations of the respective parties with respect to the Expansion Premises shall be governed by the applicable provisions of the Lease, except that Tenant shall have until 120 days after the Expansion Rent Commencement Date to ascertain that all such elements and systems serving the Expansion Premises were in good working condition as of the Expansion Commencement Date and to notify Landlord, by “punch list” or other written notice, of any respects in which such elements and systems were not in the required condition as of the Expansion Commencement Date.

(c) In addition to any remaining balance of the Tenant Improvement Allowance under the Initial Lease (which remaining balance the parties acknowledge is presently approximately $372,930), Landlord shall provide Tenant with a tenant improvement allowance pursuant to this Amendment in the amount of Two Hundred Twenty-eight Thousand Seventy Dollars ($228,070) (the “Expansion Premises TI Allowance”), which Expansion Premises TI Allowance is equivalent to a rate of $10 per rentable square foot in the Expansion Premises, for construction of office improvements in the Expansion Premises. Terms and conditions relating to the Expansion Premises TI Allowance and to the construction of any alterations and improvements that Tenant elects to construct or install in the Premises with the Expansion Premises TI Allowance shall be the same as those set forth in the Initial Lease and in the Workletter with respect to the Tenant Improvement Allowance and the construction of alterations, additions, improvements and Tenant’s work thereunder, subject to the following modifications and clarifications:

(i) Any portion of the Expansion Premises TI Allowance that has not been claimed or drawn by Tenant by October 31, 2008 (the “Expansion Premises TI Allowance Expiration Date”) shall expire and shall no longer be available to Tenant thereafter; except that if the Expansion Commencement Date does not occur by November 1, 2007, then the Expansion Premises TI Allowance Expiration Date shall be delayed until the day immediately preceding the first

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anniversary of the Expansion Commencement Date. The expiration date with respect to the Tenant Improvement Allowance under the Initial Lease shall remain unchanged. The cost of any refurbishments, alterations or improvements made by Tenant that are not eligible for expenditure of the Expansion Premises TI Allowance funds, and any amount by which the cost of refurbishments, alterations and improvements made by Tenant exceeds the available Expansion Premises TI Allowance (plus, to the extent applicable, the remaining balance of the Tenant Improvement Allowance under the Initial Lease), shall be Tenant’s sole cost and expense. The Expansion Premises TI Allowance is provided as part of the basic consideration to Tenant under this Amendment and will not result in any rental adjustment or additional rent beyond the minimum monthly rent expressly provided in the Lease as modified by Paragraph 1 hereof and Schedule 1 attached hereto.

(d) In connection with Tenant’s refurbishment, improvement and occupancy of the Expansion Premises, Tenant agrees to cause the interior walls of the Expansion Premises to be painted and patched where needed to ensure an overall sightly appearance, at Tenant’s sole expense (subject to Tenant’s right to use the Expansion Premises TI Allowance), except that any material damage caused by the removal of any signage, furniture, equipment, trade fixtures and personal property of the Preceding Tenant shall be repaired by Landlord, at Landlord’s sole expense, as provided for in Paragraph 3(a) hereof (except with respect to any required repainting, which shall be Tenant’s responsibility and expense, subject to Tenant’s right to use the Expansion Premises TI Allowance).

(e) In connection with Tenant’s refurbishment, improvement and occupancy of the Expansion Premises, Tenant shall have the right to install interior signage on or about the entrance to the Expansion Premises, at Tenant’s sole expense, subject to (i) Landlord’s prior approval as to location, size, design and composition of such signage (which approval shall not be unreasonably withheld or delayed), (ii) Landlord’s established sign criteria or signage program for the Center, consistent with other tenant signage programs in the Center, (iii) all restrictions and requirements imposed by applicable law and/or by applicable governmental authorities, and (iv) any additional restrictions and requirements set forth in the Initial Lease regarding signage.

4. Parking. As of the Expansion Commencement Date, the ratio of non-reserved, non-exclusive parking spaces made available for use by Tenant with respect to the Expansion Premises shall be the same as that set forth in Section 17.20 of the Initial Lease with respect to the Initial Premises (i.e., approximately three (3) spaces per 1,000 rentable square feet).

5. Security Deposit. Contemporaneously with the full execution and delivery of this Amendment, (a) Tenant shall deposit with Landlord, in accordance with Section 16 of the Initial Lease, the sum of Fifty-Eight Thousand and No/100 Dollars ($58,000.00) to be held by Landlord as additional security for the faithful performance of all of the terms, covenants and conditions of the Lease with respect to the Premises, (b) such additional amount will become part of the Security Deposit for all purposes of the Lease, and (c) the required amount of the Security Deposit as set forth in Section 16.1(a) of the Initial Lease and the Required Amount as defined in Section 16.1(b)(i) of the Initial Lease are each increased to Two Hundred Forty-Seven Thousand Four Hundred Fifty and No/100 Dollars ($247,450.00).

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6. Brokers. CB Richard Ellis, Inc. is the broker of record representing Landlord, and Cornish & Carey Commercial is the broker of record representing Tenant, in connection with this Amendment. Landlord shall pay each such broker a commission in connection with the execution of this Amendment in accordance with a separate agreement(s). Each of Landlord and Tenant respectively (i) represents and warrants that no other broker participated in the consummation of this Amendment and (ii) agrees to indemnify, defend and hold the other party harmless against any liability, cost or expense, including (but not limited to) reasonable attorneys’ fees, arising out of any claims for brokerage commissions or other similar compensation in connection with any conversations, prior negotiations, agreements or other dealings by the indemnifying party with any other broker in connection with this Amendment.

7. Entire Agreement. This Amendment constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all prior negotiations, discussions, terms sheets, understandings and agreements, whether oral or written, between the parties with respect to such subject matter (other than the Lease itself, as expressly amended hereby).

8. Execution and Delivery. This Amendment may be executed in one or more counterparts and by separate parties on separate counterparts, effective when each party has executed at least one such counterpart or separate counterpart, but each such counterpart shall constitute an original and all such counterparts together shall constitute one and the same instrument.

9. Full Force and Effect. Except as expressly set forth herein, the Lease has not been modified or amended and remains in full force and effect.

[signature page follows]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the Effective Date.


“Landlord”		“Tenant”

BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company		LINKEDIN CORPORATION, a Delaware corporation

By:	/s/ Marshall Lees	By:	/s/ Sarah Imbach

		Name:	Sarah Imbach

		Title:	VP Revenue & Customer Operations



						By:

						Name:

						Title:

EXHIBIT A

REVISED FIRST FLOOR BUILDING PLAN

[See attached one (1) page.]

LOGO

Schedule 1

Part I:

Monthly minimum rental during the remainder of the initial Term of the Lease (see Paragraph 1(b) of Amendment):

Period

Monthly
Minimum
Rental Rate

Initial Premises
Square Feet

Expansion
Premises
Square Feet

Total Monthly
Minimum Rent

ECD⁺ - 12131/07*

2.40 psf

37,293 sf

none

89,503.20

01/01108* - 04/30/08

2.40 psf

37,293 sf

10,000 sf

113,503.20

05/01/08 - 04/30/09

2.47 psf

37,293 sf

22,807 sf

148,447.00

05/01/09 - 04/30/10

2.54 psf

37,293 sf

22,807 sf

152,654.00

⁺	“ECD” stands for Expansion Commencement Date

*	Date subject to adjustment as provided in Amendment

**	“Deemed” square footage solely for rent calculation purposes

Part II:

Monthly minimum rental for entire Premises during extended term, if applicable (see Paragraph 2(b) of Amendment):

Period

Monthly Minimum
Rental Rate

Total Premises
Square Feet

Total Monthly
Minimum Rent

05/01/10 -04/30/11

2.6416 psf

60,100 sf

158,760.16

05/01/11 - 04/30/12

2.7473 psf

60,100 sf

165,112.73

EX-10.14.B 16 dex1014b.htm SECOND AMENDMENT TO LEASE Second Amendment to Lease

Exhibit 10.14B

SECOND AMENDMENT TO LEASE

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:

Recitals

A. Landlord and Tenant are parties to a Lease dated as of March 20, 2007, as amended by a First Amendment to Lease (the “First Amendment”) dated as of September 28, 2007 (as so amended, the “Initial Lease”), covering premises consisting of approximately 60,100 square feet of space constituting Suites 100 and 200 (collectively, the “Initial Premises”) of the building commonly known as 2029 Stierlin Court (the “2029 Building”) in the Britannia Shoreline Technology Park in Mountain View, California (the “Center”). The term of the Initial Lease is scheduled to expire on April 30, 2010, subject to one 2-year renewal option as set forth in the Initial Lease.

B. As of the Second Expansion Commencement Date (as defined below), Landlord and Tenant wish to add to the premises covered by the Initial Lease those certain additional premises (the “Second Expansion Premises”) consisting of the entire building commonly known as 2027 Stierlin Court (the “2027 Building”), containing approximately 35,921 square feet, subject to all of the provisions of this Second Amendment. The approximate location of the 2027 Building within the Center is depicted on page 1 (Exhibit Al) of Exhibit A attached hereto and incorporated herein by this reference, and the approximate layout of the first and second floors of the 2027 Building is depicted on pages 2 and 3 (Exhibits A2 and A3) of Exhibit A attached hereto and incorporated herein by this reference (interior improvements indicated on such floor plans are for illustrative purposes only and are not to be relied upon as a representation, warranty or accurate indication of any existing improvements). For purposes of this Second Amendment and of the Initial Lease as modified by this Second Amendment, unless the context otherwise requires, the term “Expansion Premises” shall mean Suite 100 of the 2029 Building (for consistency with the terminology used in the First Amendment); the term “Premises” shall collectively mean and include both the Initial Premises and the Second Expansion Premises; and the term “Lease” shall mean the Initial Lease as modified by this Second Amendment,

C. In connection with the addition of the Second Expansion Premises to the Premises pursuant to this Second Amendment, Landlord and Tenant also wish to modify certain provisions of the Initial Lease and certain of their respective rights and obligations thereunder, all subject to and as more particularly set forth in this Second Amendment. As of the Effective Date, this Second Amendment modifies and amends the Initial Lease and supersedes any inconsistent provisions of the Initial Lease with respect to the matters covered by this Second Amendment.

D. Capitalized terms used in this Second Amendment as defined terms but not specifically defined in this Second Amendment shall have the meanings assigned to such terms in the Initial Lease.

Agreement

NOW, THEREFORE, in consideration of the mutual agreements contained in this Second Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. Second Expansion Premises Included in Premises; Base Rent; Pro Rata Share; Utilities.

(a) As of the day on which Landlord delivers possession of the Second Expansion Premises to Tenant (such day being referred to herein as the “Second Expansion Commencement Date”), the Second Expansion Premises are added to and shall constitute part of the Premises under the Lease for all purposes, except as otherwise expressly provided herein. The present expectation of the parties is that the Second Expansion Commencement Date will occur substantially concurrently with the Effective Date, which is intended to be the date on which this Second Amendment is mutually executed by the parties.

(b) The Second Expansion Premises are fully constructed as of the Effective Date, have been measured by Landlord’s Architect and, applying the measurement formula customarily used by Landlord to measure square footage of buildings in the Center, have been determined to contain 35,921 square feet, which measurement is final and binding on the parties, is hereby accepted by the parties for all purposes under this Second Amendment and under the Lease, and is not subject to remeasurement or adjustment.

(c) Prior to November 1, 2008 (the “Second Expansion Rent Commencement Date”), Tenant shall have no obligation to pay monthly minimum rental for the Second Expansion Premises. Effective as of the Second Expansion Rent Commencement Date, the monthly minimum rental payable by Tenant pursuant to Section 3.1(a) of the Lease for the Second Expansion Premises, and the combined monthly minimum rental payable by Tenant for the Premises, for the remaining initial Term of the Lease shall be as set forth in the applicable portions of Schedule 1 attached hereto and incorporated herein by this reference.

(d) The square footage used in Schedule 1 in calculating the monthly minimum rental applicable to the Second Expansion Premises for periods prior to April 1, 2009, in being less than the entire square footage of the Second Expansion Premises, is not meant to imply any limitation on Tenant’s right or ability to have access to and to use the entire Second Expansion Premises during such months, and shall not affect in any way the calculation of Tenant’s Operating Cost Share under the Lease (which shall include the entire square footage of the Second Expansion Premises, beginning on the date specified in Paragraph 1(e) below). Such reduced square footage in Schedule 1 merely represents a method of implementing an economic agreement between the parties with respect to the calculation of Tenant’s monthly minimum rental obligation relating to the Second Expansion Premises during the periods prior to April 1, 2009.

(e) Effective as of the earlier of (x) the Second Expansion Rent Commencement Date or (y) the date Tenant first commences the active conduct of Tenant’s business in any portion of the Second Expansion Premises, Tenant shall be responsible for payment of Operating Expenses

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with respect to the Second Expansion Premises and Tenant’s Operating Cost Share under the Lease (i) in the case of Operating Expenses that are reasonably allocable solely to the Second Expansion Premises, shall be one hundred percent (100%); and (ii) in the case of Operating Expenses that are reasonably allocable solely to the 2029 Building, shall be as prescribed in the First Amendment and are not affected by this Second Amendment; and (iii) in the case of Operating Expenses (if any) that are determined and allocated on a Center-wide basis shall be thirteen and nineteen hundredths percent (13.19%) during all periods when the Premises consist of both the Initial Premises and the Second Expansion Premises, and shall be four and ninety-four hundredths percent (4.94%) during any period when the Premises consist of only the Second Expansion Premises. The percentages in the immediately preceding sentence are based on a rentable square footage of 35,921 square feet for the Second Expansion Premises, of 96,021 square feet for the entire Premises and of 727,842 square feet for all of the buildings presently located in the Center. Notwithstanding the foregoing provisions, if the commencement of Tenant’s obligation for payment of Operating Expenses with respect to the Second Expansion Premises is determined under clause (y) above as a result of Tenant’s commencement of active business operations in any portion of the Second Expansion Premises, then for the period from such commencement until November 1, 2008, Tenant’s Operating Cost Share under clauses (i) and (iii) above shall be adjusted to exclude the portion(s) of the Second Expansion Premises in which Tenant is not actively conducting such business operations.

(f) Notwithstanding the provisions of Paragraph 1(e) above, from and after the Second Expansion Commencement Date, Tenant shall be responsible for payment of all costs for utilities and services supplied to the entire Premises, including the entire Second Expansion Premises.

Term; Renewal Option.

(a) The Termination Date for the initial term of the Lease (i) in the case of the Initial Premises, shall remain unchanged and shall continue to be April 30, 2010 (subject to Tenant’s existing renewal option as described below), and (ii) in the case of the Second Expansion Premises, shall be April 30, 2012 (which would be concurrent with the extended term for the Initial Premises if Tenant duly exercises such existing renewal option for the Initial Premises).

(b) Tenant shall continue to have the option set forth in Section 2.6 of the Initial Lease to extend the initial term of the Lease with respect to the Initial Premises, at the minimum rental set forth in the applicable portions of Schedule 1 attached hereto and incorporated herein by this reference (which minimum rental terms are identical to those set forth in Part II of Schedule 1 attached to the First Amendment) and otherwise upon all the terms and provisions applicable to the initial term of the Lease, for one (1) additional period of two (2) years, commencing upon the expiration of the initial Term of the Lease with respect to the Initial Premises. The renewal option set forth in such Section 2.6 of the Initial Lease may be exercised by Tenant or by any permitted assignee of Tenant’s interest under the Lease that is in possession of the Initial Premises at the time of such exercise, but may not be exercised by or assigned to any subtenant of the Initial Premises or any portion thereof.

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(c) Tenant shall also have a separate option, exercisable in the same manner and under the same conditions set forth in Section 2.6 of the Initial Lease, to extend the initial term of the Lease with respect to the Second Expansion Premises, at the minimum rental set forth in the applicable portions of Schedule 1 attached hereto and incorporated herein by this reference and otherwise upon all the terms and provisions applicable to the initial term of the Lease, for one (1) additional period of two (2) years, commencing upon the expiration of the initial Term of the Lease with respect to the Second Expansion Premises. The renewal option described in this paragraph (c) may be exercised by Tenant or by any permitted assignee of Tenant’s interest under the Lease that is in possession of the Second Expansion Premises at the time of such exercise, but may not be exercised by or assigned to any subtenant of the Second Expansion Premises or any portion thereof.

3. Condition of Second Expansion Premises. Tenant is accepting the Second Expansion Premises “as is,” in their presently existing condition, except as otherwise expressly set forth in this Second Amendment, and acknowledges that the provisions of the Workletter (Exhibit B to the Lease) do not apply to the Second Expansion Premises and that Landlord has no obligation to make any improvements to the Second Expansion Premises (or any other portion of the Premises) or to provide any improvement allowance to Tenant in connection with this Second Amendment, except as follows:

(a) Landlord shall deliver the Second Expansion Premises on the Second Expansion Commencement Date in broom-clean condition, and otherwise “as is,” in their presently existing condition, as specified above.

(b) As soon as practicable after the Second Expansion Commencement Date (and in all events prior to the Second Expansion Rent Commencement Date), Landlord shall cause (i) the roof and structural elements of the 2027 Building and (ii) all mechanical, electrical, plumbing, HVAC and life safety systems serving the Second Expansion Premises to be in good working condition, and shall thereupon promptly notify Tenant in writing (“Landlord’s Delivery Notice”) that the Second Expansion Premises have been placed in the condition required under this paragraph (b). Thereafter, the repair and maintenance obligations of the respective parties with respect to the Second Expansion Premises shall be governed by the applicable provisions of the Lease, except that Tenant shall have until 120 days after the Second Expansion Rent Commencement Date to ascertain that all such elements and systems serving the Second Expansion Premises were in good working condition as of the date of Landlord’s Delivery Notice and to notify Landlord, by “punch list” or other written notice, of any respects in which such elements and systems were not in the required condition as of the date of Landlord’s Delivery Notice.

(c) Landlord shall provide Tenant with a tenant improvement allowance pursuant to this Second Amendment in the amount of Seven Hundred Eighteen Thousand Four Hundred Twenty Dollars ($718,420) (the “Second Expansion Premises TI Allowance”), which Second Expansion Premises TI Allowance is equivalent to a rate of $20 per rentable square foot in the Second Expansion Premises, for construction of alterations and improvements in the Second Expansion Premises. Terms and conditions relating to the Second Expansion Premises TI Allowance and to the construction of any alterations and improvements that Tenant elects to construct or install in the Second Expansion Premises with the Second Expansion Premises TI Allowance shall be the same as those set forth in the Initial Lease and in the Workletter with respect

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to the Tenant Improvement Allowance and the construction of alterations, additions, improvements and Tenant’s work thereunder, subject to the following modifications and clarifications:

(i) Any portion of the Second Expansion Premises TI Allowance that has not been claimed or drawn by Tenant by June 30, 2009 (the “Second Expansion Premises TI Allowance Expiration Date”) shall expire and shall no longer be available to Tenant thereafter; except that if the Second Expansion Commencement Date does not occur by July 1, 2008, then the Second Expansion Premises TI Allowance Expiration Date shall be delayed until the day immediately preceding the first anniversary of the Second Expansion Commencement Date. The expiration date with respect to the Tenant Improvement Allowance and Expansion Premises TI Allowance under the Initial Lease shall remain unchanged.

(ii) The cost of any refurbishments, alterations or improvements made by Tenant that are not eligible for expenditure of the Second Expansion Premises TI Allowance funds, and any amount by which the cost of refurbishments, alterations and improvements made by Tenant exceeds the available Second Expansion Premises TI Allowance, shall be Tenant’s sole cost and expense. The Second Expansion Premises TI Allowance is provided as part of the basic consideration to Tenant under this Second Amendment and will not result in any rental adjustment or additional rent beyond the minimum monthly rent expressly provided in the Lease as modified by Paragraph 1 hereof and Schedule 1 attached hereto. Landlord shall not charge any supervisory fee relating to the review of plans or the exercise of Landlord’s oversight and approval rights in connection with Tenant’s construction of alterations and improvements in the Second Expansion Premises.

(d) In connection with Tenant’s refurbishment, improvement and occupancy of the Second Expansion Premises, Tenant shall have the right to install building and monument signage substantially consistent with the size, quality and nature of the existing signage on and about the 2027 Building, subject to (i) Landlord’s prior approval as to location, size, design and composition of such signage (which approval shall not be unreasonably withheld or delayed), (ii) Landlord’s established sign criteria or signage program for the Center, consistent with other tenant signage programs in the Center, (iii) all restrictions and requirements imposed by applicable law and/or by applicable governmental authorities, and (iv) any additional restrictions and requirements set forth in the Initial Lease regarding signage. All signage costs (including, without limitation, costs of installation, maintenance, removal and restoration) shall be at Tenant’s sole expense.

4. Parking. As of the Second Expansion Commencement Date, the ratio of non-reserved, non-exclusive parking spaces made available for use by Tenant with respect to the Second Expansion Premises shall be the same as that set forth in Section 17.20 of the Initial Lease with respect to the Initial Premises (i.e., approximately three (3) spaces per 1,000 rentable square feet).

5. Security Deposit. Contemporaneously with the full execution and delivery of this Second Amendment, (a) Tenant shall deposit with Landlord, in accordance with Section 16 of the Initial Lease, the sum of Ninety-Six Thousand Six Hundred Twenty-Seven and No/100 Dollars ($96,627.00) to be held by Landlord as additional security for the faithful performance of all of the terms, covenants and conditions of the Lease with respect to the Premises, (b) such additional

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amount will become part of the Security Deposit for all purposes of the Lease, and (c) the required amount of the Security Deposit as set forth in Section 16.1(a) of the Initial Lease and the Required Amount as defined in Section 16.1(b)(i) of the Initial Lease are each increased to Three Hundred Forty-Four Thousand Seventy-Seven and No/100 Dollars ($344,077.00).

Right of First Refusal.

(a) The portion of the 2029 Building not presently leased by Tenant (the “First Refusal Space”), consisting of the first floor space commonly known as Suite 120, is presently leased to another tenant, Fultec Semiconductor, Inc. (the “Existing Tenant”). Landlord shall not lease all or any portion of the First Refusal Space at any time during the term of the Lease (including any extended terms, if applicable), except in compliance with this Paragraph 6; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under the Lease, beyond any applicable notice and cure periods; provided further, that the foregoing restriction shall apply only during periods when at least some portion of the Initial Premises continues to constitute part of the Premises under the Lease; and provided further, that Tenant’s rights pursuant to this Paragraph 6 are subordinate to the rights of the Existing Tenant and its successors in interest (if any) pursuant to the Existing Lease and are further subordinate to any existing rights of any other tenants of the Center as of the Effective Date and their respective successors in interest, including (without limitation) any renewal, first refusal, first offer and other similar rights existing in favor of the Existing Tenant or any other tenant or occupant of the Center as of the Effective Date (all such superior rights described in this proviso being hereinafter collectively referred to as “Existing Tenant Rights”).

(b) If, at any time during the term of the Lease (including any extended terms, if applicable), Landlord receives and wishes to accept a bona fide written offer from a person or entity (an “Offeror,” provided, however, that the term “Offerer” shall not include the Existing Tenant with respect to any rights or negotiations under title Existing Lease, nor any other tenant with Existing Tenant Rights) to lease all or any portion of the First Refusal Space and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods) and at least a portion of the Initial Premises still constitutes part of the Premises under the Lease, then Landlord shall give written notice of such bona fide written offer to Tenant (the “First Refusal Notice”), specifying the material terms on which the Offerer proposes to lease the First Refusal Space or applicable portion thereof (the “Offered Space”), and shall offer to Tenant the opportunity to lease the Offered Space on the terms specified in the First Refusal Notice. For purposes of this Paragraph 6(b), an offer shall be considered bona fide if it is contained in a letter of intent, terms sheet or other writing signed by the Offerer and specifies the material terms of the proposed lease. Tenant shall have five (5) business days after the date of giving of the First Refusal Notice in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Space shall be leased to Tenant on the terms set forth in the First Refusal Notice and on the additional terms and provisions set forth in the Lease (except to the extent inconsistent with the terms set forth in the First Refusal Notice), and the parties shall promptly (and in all events within twenty (20) days after delivery of Tenant’s acceptance) execute a lease amendment or other written agreement incorporating and implementing the terms of Tenant’s leasing of the Offered Space in accordance with this subparagraph. If Tenant does not accept Landlord’s offer within the allotted time or if the parties

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fail to enter into such a lease amendment or other written agreement within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or other written agreement, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification). Landlord shall thereafter have the right to lease the Offered Space to the Offeror or to any other third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the First Refusal Notice, at a minimum rental and on other terms and conditions not materially more favorable to the lessee than the minimum rental and other terms offered to Tenant in the First Refusal Notice. If, in the course of negotiations with the Offeror or another third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the First Refusal Notice in a manner materially more favorable to the Offeror or other third party than the minimum rental of other terms set forth in the First Refusal Notice, then Landlord shall be required to re-offer the Offered Space to Tenant on such more favorable terms pursuant to a new First Refusal Notice. If Landlord does not lease the Offered Space to the Offeror or another third party during the 180-day period described above, or if Landlord leases the Offered Space to the Offeror or another third party and Landlord later, upon expiration or termination of such lease, again wishes to lease the Offered Space or any portion thereof during the term of the Lease (including any extended terms, if applicable), then in either such event this first refusal right shall reattach to the Offered Space on all of the same terms set forth above.

7. Brokers. CB Richard Ellis, Inc. is the broker of record representing Landlord, and Cornish & Carey Commercial is the broker of record representing Tenant, in connection with this Second Amendment. Landlord shall pay each such broker a commission in connection with the execution of this Second Amendment in accordance with a separate agreement(s). Each of Landlord and Tenant respectively (i) represents and warrants that no other broker participated in the consummation of this Second Amendment and (ii) agrees to indemnify, defend and hold the other party harmless against any liability, cost or expense, including (but not limited to) reasonable attorneys’ fees, arising out of any claims for brokerage commissions or other similar compensation in connection with any conversations, prior negotiations, agreements or other dealings by the indemnifying party with any other broker in connection with this Second Amendment.

8. Entire Agreement. This Second Amendment constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all prior negotiations, discussions, terms sheets, understandings and agreements, whether oral or written, between the parties with respect to such subject matter (other than the Lease itself, as expressly amended hereby).

9. Execution and Delivery. This Second Amendment may be executed in one or more counterparts and by separate parties on separate counterparts, effective when each party has executed at least one such counterpart or separate counterpart, but each such counterpart shall constitute an original and all such counterparts together shall constitute one and the same instrument.

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10. Full Force and Effect. Except as expressly set forth herein, the Lease has not been modified or amended and remains in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment as of the Effective Date.


“Landlord”			“Tenant”

BRITANNIA HACIENDA VIII LLC,			LINKEDIN CORPORATION,
a Delaware limited liability company			a Delaware corporation

By:	HCP Estates USA Inc., (formerly
	known as Slough Estates USA Inc.),		By:	/s/ Steven J. Sordello
	a Delaware corporation, Its		Name:	Steven J. Sordello
	Operations Manager and Member		Title:	CFO

	By:	/s/ Jonathan M. Bergschneider
		Jonathan M. Bergschneider
		Senior Vice President

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Exhibit 10.14B

EXHIBIT A

SITE PLAN AND APPROXIMATE FLOOR PLANS FOR 2027 BUILDINGS

[See attached three (3) pages, labeled Exhibits A1, A2 and A3.]

Exhibit 10.14B

Schedule 1

Monthly minimum rental during the remainder of the initial term and extended terms (if applicable) of the Lease (see Paragraphs 1(c), 2(b) and 2(c) of Second Amendment):


Period	Second Expansion Premises Monthly Minimum Rental Rate	Second Expansion Premises Square Feet	Second Expansion Premises Monthly Minimum Rent	Initial Premises Monthly Minimum Rent*	Total Monthly Minimum Rent
SECD** – 10/31/08	n/a	n/a	n/a	$148,447.00	$148,447.00
11/01/08 – 03/31/09	$2.40 psf	17,960 sf***	$43,104.00	$148,447.00	$191,551.00
04/01/09 – 04/30/09	$2.47 psf	35,921 sf	$88,724.87	$148,447.00	$237,171.87
05/01/09 – 10/31/09	$2.47 psf	35,921 sf	$88,724.87	$152,654,00	$241,378.87
11/01/09 – 04/30/10	$2.54 psf	35,921 sf	$91239.34	$152,654.00	$243,893.34
05/01/10 – 10/31/10	$2.54 psf	35,921 sf	$91,239.34	$158,760.16****	$249,999.50****
11/01/10 – 04/30/11	$2.62 psf	35,921 sf	$94,113.02	$158,760.16****	$252,873.18****
05/01/11 – 10/31/11	$2.62 psf	35,921 sf	$94,113.02	$165,112.73****	$259,225.75****
11/01/11 – 04/30/12	$2.69 psf	35,921 sf	$96,627.49	$165,112.73****	$261,740.22****
05/01/12 – 04/30/13	$2.7976 psf****	35,921 sf	$100,492.59****	n/a	$100,492.59****
05/01/13 – 04/30/14	$2.9095 psf****	35,921 sf	$104,512.29****	n/a	$104,512.29****

*	Per Schedule 1 to First Amendment

**	“SECD” stands for Second Expansion Commencement Date

***	“Deemed” square footage solely for rent calculation purposes

****	Consists of, or includes, extended term rental, if applicable

LOGO

EX-10.14.C 17 dex1014c.htm THIRD AMENDMENT TO LEASE Third Amendment to Lease

Exhibit 10.14C

THIRD AMENDMENT TO LEASE

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:

Recitals

A. Landlord and Tenant are parties to a Lease dated as of March 20, 2007, as amended by a First Amendment to Lease (the “First Amendment”) dated as of September 28, 2007 and a Second Amendment to Lease (the “Second Amendment”) dated as of June 25, 2008 (as so amended, the “Existing Lease”), covering premises consisting of approximately 60,100 square feet of space constituting Suites 100 and 200 (the “Existing 2029 Premises”) of the building commonly known as 2029 Stierlin Court (the “2029 Building”) and approximately 35,921 square feet of space constituting the entire building commonly known as 2027 Stierlin Court (the “2027 Building” and, collectively with the Existing 2029 Premises, the “Existing Premises”) in the Britannia Shoreline Technology Park in Mountain View, California (the “Center”). The term of the Existing Lease is scheduled to expire (i) with respect to the Existing 2029 Premises, on April 30, 2010, subject to one 2-year renewal option as set forth in the Existing Lease, and (ii) with respect to the 2027 Building, on April 30, 2012, subject to one 2-year renewal option as set forth in the Second Amendment.

B. At the applicable dates set forth in this Third Amendment, Landlord and Tenant wish to add to the Existing Premises (i) those certain additional premises (the “Supplemental 2029 Premises”) containing approximately 666 square feet and consisting of the loading dock and storage area located between the 2029 Building and the building commonly known as 2051 Stierlin Court (the “2051 Building”), which area is presently used by Landlord for storage and on-site maintenance, (ii) the entire second floor of the building commonly known as 2025 Stierlin Court (the “2025 Building”), containing approximately 21,671 square feet (the “Third Expansion Premises”), and (iii) the remaining portion of the 2029 Building, consisting of approximately 8,152 square feet of space commonly known as Suite 120 plus associated building common areas and located on the first floor of the 2029 Building (the “Fourth Expansion Premises”), in each case subject to all of the provisions of this Third Amendment. The approximate locations of the 2025 Building, 2027 Building, 2029 Building, 2051 Building, Supplemental 2029 Premises, 2061 Building (as defined below) and Future Building (as defined below) within the Center are depicted on Exhibit A-1 attached hereto; the approximate location of the Supplemental 2029 Premises and the approximate layout of the first floor of the 2029 Building (including the Fourth Expansion Premises and part of the Existing Premises) are depicted on Exhibit A-2 attached hereto; and the approximate layout of the first and second floors of the 2025 Building is depicted on Exhibits A-3 and A-4 attached hereto (interior improvements indicated on floor plans of individual buildings in any of such Exhibits are for illustrative purposes only and are not to be relied upon as a representation, warranty or accurate indication of any existing improvements). For purposes of this Third Amendment and of the Existing Lease as modified by this Third Amendment, unless the context otherwise requires, the

term “Premises” shall collectively mean and include the Existing Premises, the Supplemental 2029 Premises (but only on and after the Supplemental 2029 Premises Delivery Date as defined below), the Third Expansion Premises (but only on and after the Third Expansion Premises Delivery Date as defined below) and the Fourth Expansion Premises (but only on and after the Fourth Expansion Premises Delivery Date as defined below); and the term “Lease” shall mean the Existing Lease as modified by this Third Amendment.

C. In connection with the addition of the Supplemental 2029 Premises, the Third Expansion Premises and the Fourth Expansion Premises to the Premises pursuant to this Third Amendment, Landlord and Tenant also wish to modify certain provisions of the Existing Lease and certain of their respective rights and obligations thereunder, all subject to and as more particularly set forth in this Third Amendment. As of the Effective Date, this Third Amendment modifies and amends the Existing Lease and supersedes any inconsistent provisions of the Existing Lease with respect to the matters covered by this Third Amendment.

D. Capitalized terms used in this Third Amendment as defined terms but not specifically defined in this Third Amendment shall have the meanings assigned to such terms in the Existing Lease.

Agreement

NOW, THEREFORE, in consideration of the mutual agreements contained in this Third Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

Supplemental 2029 Premises Included in Premises; Rent; Operating Expenses; Utilities.

(a) As of the day on which Landlord delivers possession of the Supplemental 2029 Premises to Tenant (such day being referred to herein as the “Supplemental 2029 Premises Delivery Date”), the Supplemental 2029 Premises are added to and shall constitute part of the Premises under the Lease for all purposes, except as otherwise expressly provided herein. The present expectation of the parties is that the Supplemental 2029 Premises Delivery Date will occur as soon as Landlord’s property manager, CB Richard Ellis Inc., is able to vacate the Supplemental 2029 Premises (which are presently being used by CB Richard Ellis Inc. for storage and maintenance purposes and for an on-site engineering desk for the Center). Landlord shall use commercially reasonable good faith efforts to deliver possession of the Supplemental 2029 Premises to Tenant on or about January 15, 2010 or as soon thereafter as practicable, and in all events no later than the Extended Term Commencement Date as defined below.

(b) The Supplemental 2029 Premises are fully constructed as of the Effective Date and have been measured by Landlord’s Architect, applying the measurement formula customarily used by Landlord in measuring the square footages of buildings and premises in the Center. The results of such measurement have been discussed by the parties and, on the basis of such discussions, the parties hereby confirm that the agreed measurement of the Supplemental 2029

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Premises for all purposes under this Third Amendment and under the Lease is 666 square feet, which measurement is final and binding on the parties and is not subject to remeasurement or adjustment. For purposes of rental and operating expense calculations under the Lease, however, the square footage of the Supplemental 2029 Premises shall not be added to, be included in or increase the square footage of the Existing 2029 Premises; rather, even as of the Extended Term Commencement Date, for purposes of rental and operating expense calculations under the Lease the agreed square footage of the Premises in the 2029 Building shall be deemed to remain 60,100 square feet.

(c) Beginning on the Supplemental 2029 Premises Delivery Date, Tenant shall be responsible for payment for all utilities and services supplied directly to the Supplemental 2029 Premises, performance of maintenance obligations relating to the Supplemental 2029 Premises, maintenance of required insurance and all other obligations under the Lease relating to the Supplemental 2029 Premises other than the payment of monthly minimum rental and Tenant’s Operating Cost Share with respect to the Supplemental 2029 Premises. Tenant shall have no obligation to pay monthly minimum rental attributable to the Supplemental 2029 Premises or to pay Operating Expenses with respect to the Supplemental 2029 Premises. Accordingly, as of and after the Supplemental 2029 Premises Delivery Date, the amounts payable by Tenant pursuant to Tenant’s Operating Cost Share with respect to the combined Premises then located in the 2029 Building shall be as follows: (i) in the case of Operating Expenses that are reasonably allocable solely to the Premises in the 2029 Building, one hundred percent (100%) of such Operating Expenses; and (ii) in the case of Operating Expenses that are reasonably allocable solely to the 2029 Building, eighty-eight and six hundredths percent (88.06%) of such Operating Expenses; and (iii) in the case of Operating Expenses (if any) that are determined and allocated on a Center-wide basis, eight and twenty-eight hundredths percent (8.28%) of such Operating Expenses. The percentages in clauses (ii) and (iii) of the immediately preceding sentence are based on a rentable square footage of 60,100 square feet for the Premises located in the 2029 Building, of 68,252 square feet for the entire 2029 Building, and of 727,842 square feet for all of the buildings presently located in the Center. The absence of any obligation of Tenant to pay monthly minimum rental and Operating Expenses with respect to the Supplemental 2029 Premises is not meant to imply any limitation on Tenant’s right or ability to have access to and to use the Supplemental 2029 Premises following the Supplemental 2029 Premises Delivery Date.

(d) The computer and related control systems governing the operation of the HVAC and related systems for the entire 2029 Building are located in the Supplemental 2029 Premises. Accordingly, for so long as the Fourth Expansion Premises continue to be occupied by a tenant unaffiliated with Tenant (presently Bourns Inc., as successor to Fultec Semiconductor, Inc.), Landlord shall be responsible for the operation and maintenance of such computer and related control systems, and Tenant agrees that Landlord and Landlord’s designated representatives (including, but not limited to, Landlord’s property manager and engineer) may have access to the Supplemental 2029 Premises for purposes of accessing, operating and maintaining such computer and related control systems pursuant to the right of entry set forth in Section 12.1 of the Lease, including reasonable prior notice except in case of emergency. After the Fourth Expansion Premises Delivery Date, since Tenant will then be occupying the entire 2029 Building, the operation and

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maintenance of such computer and related control systems shall become the responsibility of Tenant under Section 8.2A of the Lease as set forth in this Third Amendment.

Third Expansion Premises Included in Premises; Base Rent; Pro Rata Share; Utilities.

(a) As of the day on which Landlord delivers possession of the Third Expansion Premises to Tenant (such day being referred to herein as the “Third Expansion Premises Delivery Date”), the Third Expansion Premises are added to and shall constitute part of the Premises under the Lease for all purposes, except as otherwise expressly provided herein. The present expectation of the parties is that the Third Expansion Premises Delivery Date will occur within approximately two (2) weeks after the current tenant of the Third Expansion Premises vacates such premises at the expiration of its current lease on December 31, 2009. Landlord shall use commercially reasonable good faith efforts to deliver possession of the Third Expansion Premises to Tenant on or about January 15, 2010. In connection with Tenant’s leasing and occupancy of the Third Expansion Premises, Tenant shall also have the nonexclusive right to use those portions of the first floor of the 2025 Building designated on Exhibit A-3 (or otherwise designated by Landlord from time to time) as Building common areas, including (but not limited to) the entrance lobby, common restrooms and showers (if any), loading dock (if any), master electrical closet, and common exit hallways on the first floor of the Building.

(b) The Third Expansion Premises are fully constructed as of the Effective Date and have been measured by Landlord’s Architect, applying the measurement formula customarily used by Landlord in measuring the square footages of buildings and premises in the Center. The results of such measurement have been discussed by the parties and, on the basis of such discussions, the parties hereby confirm that the agreed measurement of the Third Expansion Premises for all purposes under this Third Amendment and under the Lease is 21,761 square feet, which measurement is final and binding on the parties and is not subject to remeasurement or adjustment.

(c) Prior to September 1, 2010 (the “Third Expansion Premises Rent Commencement Date”), Tenant shall have no obligation to pay monthly minimum rental for the Third Expansion Premises. Effective as of the Third Expansion Premises Rent Commencement Date, the monthly minimum rental payable by Tenant pursuant to Section 3.1(a) of the Lease for the Third Expansion Premises, and the combined monthly minimum rental payable by Tenant for the Premises, for the remaining Extended Term (as defined below) of the Lease shall be as set forth in the applicable portions of Schedule I attached hereto and incorporated herein by this reference.

(d) Effective as of the Third Expansion Premises Delivery Date, Tenant shall be responsible for payment of Operating Expenses with respect to the Third Expansion Premises and the amounts payable by Tenant pursuant to Tenant’s Operating Cost Share as established under the Existing Lease shall be increased by the following amounts attributable to the Third Expansion Premises: (i) in the case of Operating Expenses that are reasonably allocable solely to the Third Expansion Premises, one hundred percent (100%) of such Operating Expenses; and (ii) in the case of Operating Expenses that are reasonably allocable solely to the 2025 Building, fifty-four and seventeen hundredths percent (54.17%) of such Operating Expenses; and (iii) in the case of Operating Expenses (if any) that are determined and allocated on a Center-wide basis, by two and

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ninety-eight hundredths percent (2.98%) of such Operating Expenses. The percentages in clauses (ii) and (iii) of the immediately preceding sentence are based on a rentable square footage of 21,671 square feet for the Third Expansion Premises, of 40,004 square feet for the entire 2025 Building, and of 727,842 square feet for all of the buildings presently located in the Center.

(e) Effective as of the Third Expansion Premises Delivery Date, Tenant shall be responsible for payment of all costs for utilities and services supplied to the Third Expansion Premises. Landlord hereby advises Tenant that electricity is not separately metered for the two existing premises in the 2025 Building, and that electricity charges for the 2025 Building are therefore subject to allocation by Landlord in a reasonable, good faith and appropriate manner as contemplated in Section 6.1 of the Lease.

(f) An access hatch providing access to the roof of the 2025 Building is located in the Third Expansion Premises. The location of the access hatch is designated on Exhibit A-4 attached hereto. The first-floor tenant of the 2025 Building (presently Omnicell, Inc.) and Nextel Communications or a successor entity (which has a communications tower on the roof of the 2025 Building) occasionally need to use the access hatch for access to the roof. Accordingly, for so long as the first floor of the 2025 Building continues to be occupied by a tenant unaffiliated with Tenant and/or an active communications tower is being operated on the roof of the 2025 Building, Tenant agrees that the first-floor tenant, the operator of the communications tower, Landlord and Landlord’s designated representatives (including, but not limited to, Landlord’s property manager and engineer) may have access to the access hatch located in the Third Expansion Premises, for the purpose of accessing the roof of the 2025 Building, pursuant to the right of entry set forth in Section 12.1 of the Lease or in accordance with the standards governing such entry under Section 12.1 of the Lease, including reasonable prior notice except in case of emergency. Landlord agrees to use reasonable efforts (including reasonable efforts on the part of Landlord’s property manager and engineer) to secure the cooperation of such third parties requiring roof access in providing reasonable notice and minimizing any inconvenience to Tenant from the implementation of this access right.

(g) Notwithstanding anything to the contrary contained in the Existing Lease or this Amendment, if for any reason other than the act or omission of Tenant the Third Expansion Premises Delivery Date has not occurred by February 15, 2010, then (i) monthly minimum rental for the Third Expansion Premises shall be abated, beginning on September 1, 2010 (when monthly minimum rental would otherwise have begun pursuant to Paragraph 2(c) above and Schedule 1 attached hereto), by one day for each day of delay from and including February 16, 2010 until and including the day immediately preceding the Third Expansion Premises Delivery Date, and (ii) Tenant’s Operating Expense obligations with respect to the Third Expansion Premises shall be abated, beginning on the Third Expansion Premises Delivery Date (when such obligations would otherwise have begun pursuant to Paragraph 2(d) above and Schedule 1 attached hereto), by one day for each day of delay from and including February 16, 2010 until and including the day immediately preceding the Third Expansion Premises Delivery Date.

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Fourth Expansion Premises Included in Premises; Base Rent; Pro Rata Share; Utilities.

(a) As of the day on which Landlord delivers possession of the Fourth Expansion Premises to Tenant (such day being referred to herein as the “Fourth Expansion Premises Delivery Date”), the Fourth Expansion Premises are added to and shall constitute part of the Premises under the Lease for all purposes, except as otherwise expressly provided herein. The present expectation of the parties is that the Fourth Expansion Premises Delivery Date will occur within approximately two (2) weeks after the current tenant of the Fourth Expansion Premises vacates such premises at the expiration of its current lease on January 31, 2011. Landlord shall use commercially reasonable good faith efforts to deliver possession of the Fourth Expansion Premises to Tenant on or about February 15, 2011.

(b) The Fourth Expansion Premises are fully constructed as of the Effective Date and have been measured by Landlord’s Architect, applying the measurement formula customarily used by Landlord in measuring the square footages of buildings and premises in the Center. The results of such measurement have been discussed by the parties and, on the basis of such discussions, the parties hereby confirm that the agreed measurement of the Fourth Expansion Premises for all purposes under this Third Amendment and under the Lease is 8,152 square feet, which measurement is final and binding on the parties and is not subject to remeasurement or adjustment.

(c) Prior to June 1, 2011 (the “Fourth Expansion Premises Rent Commencement Date”), Tenant shall have no obligation to pay monthly minimum rental for the Fourth Expansion Premises. Effective as of the Fourth Expansion Premises Rent Commencement Date, the monthly minimum rental payable by Tenant pursuant to Section 3.1(a) of the Lease for the Fourth Expansion Premises, and the combined monthly minimum rental payable by Tenant for the Premises, for the remaining Extended Term of the Lease shall be as set forth in the applicable portions of Schedule 1 attached hereto and incorporated herein by this reference.

(d) Effective as of the Fourth Expansion Premises Delivery Date, Tenant shall be responsible for payment of Operating Expenses with respect to the Fourth Expansion Premises and the amounts payable by Tenant pursuant to Tenant’s Operating Cost Share as established under the Existing Lease (and as augmented by amounts attributable to the Third Expansion Premises as provided in Paragraph 2(d) above) shall be increased by the following amounts attributable to the Fourth Expansion Premises: (i) in the case of Operating Expenses that are reasonably allocable solely to the Fourth Expansion Premises, one hundred percent (100%) of such Operating Expenses; and (ii) in the case of Operating Expenses that are reasonably allocable solely to the 2029 Building, eleven and ninety-four hundredths percent (11.94%) of such Operating Expenses (with the result that Tenant shall then be paying in the aggregate one hundred percent (100%) of the Operating Expenses reasonably allocable solely to the 2029 Building, since Tenant will then be the sole occupant of the entire 2029 Building); and (iii) in the case of Operating Expenses (if any) that are determined and allocated on a Center-wide basis, by one and twelve hundredths percent (1.12%) of such Operating Expenses. The percentages in clauses (ii) and (iii) of the immediately preceding sentence are based on a rentable square footage of 8,152 square feet for the Fourth Expansion Premises, of

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68,252 square feet for the entire 2029 Building, and of 727,842 square feet for all of the buildings presently located in the Center.

(e) Effective as of the Fourth Expansion Premises Delivery Date, Tenant shall be responsible for payment of all costs for utilities and services supplied to the Fourth Expansion Premises and, as the sole tenant and occupant of the 2029 Building, shall take on all responsibilities for maintenance of the entire Building (including what were previously common areas and common facilities or services maintained by Landlord) in accordance with the “single-tenant building” provisions set forth in Paragraph 9 below.

(f) Notwithstanding anything to the contrary contained in the Existing Lease or this Amendment, if for any reason other than the act or omission of Tenant the Fourth Expansion Premises Delivery Date has not occurred by March 15, 2011, then (i) monthly minimum rental for the Fourth Expansion Premises shall be abated, beginning on June 1, 2011 (when monthly minimum rental would otherwise have begun pursuant to Paragraph 3(c) above and Schedule 1 attached hereto), by one day for each day of delay from and including March 15, 2011 until and including the day immediately preceding the Fourth Expansion Premises Delivery Date, and (ii) Tenant’s Operating Expense obligations with respect to the Fourth Expansion Premises shall be abated, beginning on the Fourth Expansion Premises Delivery Date (when such obligations would otherwise have begun pursuant to Paragraph 3(d) above and Schedule 1 attached hereto), by one day for each day of delay from and including March 15, 2011 until and including the day immediately preceding the Fourth Expansion Premises Delivery Date.

Term; Renewal Option; Base Rent.

(a) The Termination Date for the initial term of the Lease shall be April 30, 2010 for the entire Existing Premises (including the Second Expansion Premises). The term of the Lease shall then be extended for a further term of five (5) years (the “Extended Term”), commencing on May 1, 2010 (the “Extended Term Commencement Date”) and ending on April 30, 2015 (the “Extended Term Expiration Date”) and all references in the Lease to the “term” of the Lease shall be construed to include the Extended Term. Minimum rent payable for the Existing Premises for the remainder of the initial term up to the Extended Term Commencement Date shall continue to be governed by the provisions of the Existing Lease. Minimum rent payable for the various components of the Premises during the Extended Term shall be as set forth in Schedule 1 attached hereto. The implementation of the Extended Term pursuant to this paragraph is in lieu of the exercise of Tenant’s renewal option under Section 2.6 of the Existing Lease.

(b) Tenant shall have one (1) option to further extend the term of the Lease for an additional period of three (3) years (the “Second Extended Term”), commencing on the day after the Extended Term Expiration Date. Such Second Extended Term shall be at the minimum rental determined pursuant to Paragraph 4(c) below and otherwise upon all the terms and provisions applicable to the Extended Term of the Lease (other than this renewal option, which shall not be repeated at the end of the Second Extended Term). Such option shall be exercisable only with respect to the entire Premises as then constituted and only by written notice to Landlord at least nine (9) months and not more than twelve (12) months prior to the Extended Term Expiration Date. If

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Tenant is in default under the Lease, beyond any applicable notice and cure periods, on the date of such notice or on the date the Second Extended Term is to commence, then the exercise of the option shall be of no force or effect, the Second Extended Term shall not commence and this Lease shall expire on the Extended Term Expiration Date (or at such earlier time as Landlord may elect pursuant to the default provisions of the Lease). If Tenant properly exercises its extension option under this paragraph, then all references in the Lease (other than in this paragraph) to the “term” of the Lease shall be construed to include the Second Extended Term. Except as expressly set forth in this paragraph, Tenant shall have no right to extend the term of the Lease beyond the Extended Term Expiration Date. The renewal option set forth in this paragraph may be exercised by Tenant or by any permitted assignee of Tenant’s interest under the Lease that is in possession of the entire Premises at the time of such exercise, but may not be exercised by or assigned to any subtenant of the Premises or any portion thereof.

(c) If Tenant properly exercises its option to extend the term of this Lease for the Second Extended Term pursuant to paragraph (b) above, then the monthly minimum rental for the Premises during the Second Extended Term shall be equal to the fair market rental (as defined below) for the Premises, determined as of the commencement of the Second Extended Term in accordance with this paragraph. Upon Landlord’s receipt of a proper notice of Tenant’s exercise of its option for the Second Extended Term, the parties shall have thirty (30) days in which to negotiate in good faith and agree on the fair market rental (including any applicable market rental increase provisions) for the Premises as of the commencement of the Second Extended Term for the uses permitted hereunder. If the parties agree on such fair market rental and market rental increase provisions, they shall execute an amendment to this Lease stating the amount of the minimum monthly rental for the Second Extended Term as determined pursuant to their agreement. If the parties are unable to agree on such fair market rental and/or market rental increase provisions within such thirty (30) day period, then within fifteen (15) days after the expiration of such 30-day period each party, at its cost and by giving notice to the other party, shall appoint a real estate appraiser with at least five (5) years’ experience appraising similar commercial properties in northern Santa Clara County to appraise and set the fair market rental and market rental increase provisions for the Premises as of the commencement of the Second Extended Term in accordance with the provisions of this paragraph. If either party fails to appoint an appraiser within the allotted time, the single appraiser appointed by the other party shall be the sole appraiser. If an appraiser is appointed by each party and the two appraisers so appointed are unable to agree upon a fair market rental and market rental increase provisions within thirty (30) days after the appointment of the second, then the two appraisers shall appoint a third similarly qualified appraiser within ten (10) days after expiration of such 30-day period; if they are unable to agree upon a third appraiser, then either party may, upon not less than five (5) days’ notice to the other party, apply to the Presiding Judge of the Santa Clara County Superior Court for the appointment of a third qualified appraiser. Each party shall bear its own legal fees in connection with appointment of the third appraiser and shall bear one-half of any other costs of appointment of the third appraiser and of such third appraiser’s fee. The third appraiser, however selected, shall be a person who has not previously acted for either party or its affiliates in any capacity. Within thirty (30) days after the appointment of the third appraiser, a majority of the three appraisers shall set the fair market rental and market rental increase provisions for the Second Extended Term and shall so notify the parties. If a majority are unable to agree

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within the allotted time, then (x) the three appraised fair market rentals shall be averaged and the resulting figure shall be the initial fair market rental for the Second Extended Term, and (y) the three appraised market rental increase provisions shall be averaged (or, if it is not possible to take a mathematical average of such market rental increase provisions, then the third appraiser shall calculate a market rental increase provision which is the nearest reasonable approximation to a mathematical average of the three appraised market rental increase provisions) and the resulting figure shall be the market rental increase provision for the Second Extended Term, both of which determinations shall be binding on the parties and shall be enforceable in any further proceedings relating to this Lease. Notwithstanding the foregoing, any appraisal which differs from the median appraisal by more than ten percent (10%) of the median appraisal shall be disregarded. If only one (1) appraisal is disregarded, the remaining two appraisals shall be added together and their total divided by two (2), and the resulting quotient shall be the fair market rental rate. If two (2) appraisals are disregarded, the middle appraisal shall be the fair market rental value. For purposes of this paragraph (c), the “fair market rental” of the Premises shall be determined with reference to the then prevailing market rental rates for comparable projects and premises in the City of Mountain View with shell and office improvements and site (common area) improvements comparable to those then existing in the Premises and in the Center, taking into consideration the quality, scale, nature and location of the Premises and the Center and all other relevant factors, including, without limitation, the creditworthiness of the tenant, the duration of the term, any rental or other concessions granted, whether a broker’s commission or finder’s fee will be paid, responsibility for operating expenses, and the tenant improvement allowance (if any) payable pursuant to the applicable comparison leases, and the “market rental increase provisions” shall mean the then prevailing market rate or formula for determining annual rental increases under triple-net leases of comparable duration for comparable projects and premises in the City of Mountain View (which annual rental increase provisions might, by way of example but not limitation, be expressed as a percentage of the preceding year’s rental rate or as a formula based on the Consumer Price Index or some other objective index or base, consistent with then-current market conditions).

5. Condition of Additions to Premises under Third Amendment; Tenant Improvements. Tenant is accepting each of the Supplemental 2029 Premises, the Third Expansion Premises and the Fourth Expansion Premises (collectively, the “Third Amendment Expansion Premises” and each, a “portion of the Third Amendment Expansion Premises”) “as is,” in its respective presently existing condition, except as otherwise expressly set forth in this Third Amendment. Tenant acknowledges that Landlord has no obligation to make any improvements to any portion of the Third Amendment Expansion Premises (or any other portion of the Premises) or to provide any improvement allowance to Tenant in connection with this Third Amendment, except as specifically set forth in this Paragraph 5. The provisions of the Workletter (Exhibit B to the Lease) shall apply to the Third Amendment Expansion Premises and to this Third Amendment only to the extent specifically set forth in this Paragraph 5, and in the event of any conflict or inconsistency between the Workletter and this Paragraph 5, the provisions of this Paragraph 5 shall be controlling.

(a) Landlord shall deliver each portion of the Third Amendment Expansion Premises on its respective Delivery Date in broom-clean condition, and otherwise “as is,” in its presently existing condition, as specified above, subject to removal by existing tenants (if applicable)

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of any equipment, trade fixtures, personal property or other similar items that such tenants have the right or obligation to remove pursuant to the provisions of their respective leases. Landlord agrees to use commercially reasonable efforts to cause the existing tenant of the Third Expansion Premises to remove as much of its existing cabling as possible, but not to remove the existing furniture or cubicles in the Third Expansion Premises (to the extent such existing tenant is willing or required to leave them behind).

(b) Prior to (to the extent practicable), and in all events within thirty (30) days after, the applicable Delivery Date for each portion of the Third Amendment Expansion Premises, Landlord, at Landlord’s sole expense, shall cause (i) the roof; roof membrane, foundations, structural elements and windows of the Building in which such portion is located and (ii) all mechanical, electrical, plumbing, HVAC, sprinkler and fire/life safety systems serving such portion to be in good working condition, and shall thereupon promptly notify Tenant in writing (“Landlord’s Delivery Notice”) that the applicable portion of the Third Amendment Expansion Premises has been placed in the condition required under this paragraph (b). Thereafter, the repair and maintenance obligations of the respective parties with respect to such portion of the Third Amendment Expansion Premises shall be governed by the applicable provisions of the Lease, except that Tenant shall have until 90 days after the Delivery Date for the applicable portion of the Third Amendment Expansion Premises to ascertain that all such elements and systems serving such portion were in good working condition as of the date of Landlord’s Delivery Notice and to notify Landlord, by “punch list” or other written notice, of any respects in which such elements and systems were not in the required condition as of the date of Landlord’s Delivery Notice, in which event Landlord at its sole expense shall be responsible for any maintenance, repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering any of the Buildings in which any portion of the Third Amendment Expansion Premises is located, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Paragraph 5, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of the Premises, including (but not limited to) the Third Amendment Expansion Premises.

(c) Landlord shall provide Tenant with a tenant improvement allowance pursuant to this Third Amendment in the amount of One Million Three Hundred Forty-Eight Thousand Eight Hundred Forty-Five Dollars ($1,348,845.00) (the “Third Amendment TI Allowance”), which Third Amendment TI Allowance is equivalent to a rate of $15 per rentable square foot in the Third Expansion Premises, the Fourth Expansion Premises and the portion of the Existing Premises located in the 2029 Building. Tenant shall have the right to use the Third Amendment TI Allowance for improvements to (i) the Third Expansion Premises, the Fourth Expansion Premises and the portion of the Existing Premises located in the 2029 Building, (ii) to the exterior grounds, pathways and parking areas of the Center, as long as Tenant does not reduce the current number of parking spaces, and (iii) the walkways between the 2027 and 2025 Buildings and the walkways between the 2051 and 2029 Buildings (collectively, the “TI-Eligible Premises”); provided, however, that in no event shall more than ten percent (10%) of the Third Amendment TI Allowance (i e , $134,884.50) be used

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in the aggregate for improvements to the areas described in clauses (ii) and (iii) of this sentence. Additional terms and conditions relating to the Third Amendment TI Allowance and to the design and construction of any alterations and improvements that Tenant elects to construct or install in the TI-Eligible Premises (including, but not limited to, conditions relating to Landlord’s approval of drawings, plans and specifications) shall be the same as those set forth in the Initial Lease and in the Workletter with respect to the Tenant Improvement Allowance and the construction of alterations, additions, improvements and Tenant’s work thereunder, subject to the following modifications and clarifications:

(i) Any portion of the Third Amendment TI Allowance that has not been claimed or drawn by Tenant by the first anniversary of the Fourth Expansion Premises Delivery Date (the “Third Amendment TI Allowance Expiration Date”) shall expire and shall no longer be available to Tenant thereafter. The expiration dates with respect to the Tenant Improvement Allowance, Expansion Premises TI Allowance and Second Expansion Premises TI Allowance under the Existing Lease shall remain unchanged, and to the best of Landlord’s knowledge all such allowances under the Existing Lease have been paid in full to Tenant.

(ii) The cost of any refurbishments, alterations or improvements made by Tenant that are not eligible for expenditure of the Third Amendment TI Allowance funds, and any amount by which the cost of refurbishments, alterations and improvements made by Tenant exceeds the available Third Amendment TI Allowance, shall be Tenant’s sole cost and expense. The Third Amendment TI Allowance is provided as part of the basic consideration to Tenant under this Third Amendment and will not result in any rental adjustment or additional rent beyond the minimum monthly rent expressly provided in the Lease as modified by this Third Amendment and Schedule 1 attached hereto. Landlord shall not charge any supervisory fee or construction management fee relating to the review of plans or the exercise of Landlord’s oversight and approval rights in connection with Tenant’s construction of alterations and improvements in the TI-Eligible Premises; however, Landlord shall be entitled to reimbursement from Tenant (or to a charge or deduction against the Third Amendment TI Allowance) for any fees and costs actually incurred by Landlord for the use of third-party engineers, architects or other similar consultants or professional service providers determined by Landlord to be reasonably necessary to facilitate Landlord’s review and approval of drawings, plans, specifications or other elements of tenant improvements submitted by Tenant for Landlord’s approval.

(iii) Tenant shall be solely responsible, at Tenant’s sole expense, for compliance with any code requirements, building permit requirements or other governmental or legal requirements related to or triggered by alterations or improvements constructed by Tenant in any portion of the Premises.

(iv) Upon expiration or termination of the Lease, as it may be extended, Tenant shall not be required to remove (A) any alterations, additions or improvements contemplated in or constructed pursuant to this Third Amendment, including, without limitation, any tenant improvements constructed in the TI-Eligible Premises, to which Landlord has consented, or (B) any alterations, additions or improvements installed in the Existing Premises by or for the benefit of Tenant prior to the Effective Date, including, without limitation, any tenant improvements

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constructed pursuant to the First Amendment or the Second Amendment. Notwithstanding the foregoing provisions, however, upon the expiration or termination of the Lease, as it may be extended, Tenant shall at Tenant’s expense remove all cabling installed in any portion of the Premises, whether prior to or after the Effective Date, except to the extent Landlord in its discretion agrees in writing at the time of such expiration or termination that all or any specified portion of such cabling may be left in place.

(v) For purposes of applying the Workletter to Tenant’s construction of tenant improvements in the TI-Eligible Premises pursuant to this Third Amendment, (A) references in the Workletter to the “Premises” shall be construed to mean the TI-Eligible Premises; (B) references in Paragraph 1(g) of the Workletter to specific items contemplated as part of the Tenant Improvements shall not apply; (C) the Project Manager (if applicable) shall be Project Management Advisors, Inc. (contact person: Bernie Baker); (D) those portions of Paragraph 3 of the Workletter relating to the amount of the Tenant Improvement Allowance and the Premises in which the Tenant Improvement Allowance may be spent are superseded by the provisions of this Third Amendment, but all other provisions of such Paragraph 3 (including, without limitation, the method for payment of the “Tenant Improvement Allowance” to Tenant) shall remain applicable, with references to the “Tenant Improvement Allowance” being construed for this purpose to refer instead to the Third Amendment TI Allowance; and (E) Paragraph 5 of the Workletter shall not apply.

(d) In connection with Tenant’s improvement and occupancy of the Third Expansion Premises and Fourth Expansion Premises, Tenant shall have the right to install building signage (including building “eyebrow” signage) and additional monument signage substantially consistent with the size, quality and nature of existing signage on buildings occupied by Tenant, subject to (i) Landlord’s prior approval as to location, size, design and composition of such signage (which approval shall not be unreasonably withheld, conditioned or delayed), (ii) Landlord’s established sign criteria or signage program for the Center, consistent with other tenant signage programs in the Center, (iii) all restrictions and requirements imposed by applicable law and/or by applicable governmental authorities, and (iv) any additional restrictions and requirements set forth in the Existing Lease regarding signage. All signage costs (including, without limitation, costs of installation, maintenance, removal and restoration) shall be at Tenant’s sole expense, and Tenant shall be solely responsible for obtaining (at Tenant’s sole expense) all necessary governmental approvals and permits in connection with Tenant’s signage requests.

(e) Solely for purposes of applying the insurance provisions in Section 10.1 of the Existing Lease (specifically including, but not limited to, Section 10.1(e) and (f) and the final sentence of Section 10.1(d)), from and after the Effective Date (i) the terms “Tenant Improvements” and “Tenant Improvements constructed by Tenant pursuant to the Workletter” as used in such Section 10.1 shall be construed to include any alterations, additions or improvements constructed by Tenant pursuant to this Third Amendment and (ii) the term “Tenant Improvement Allowance” as used therein shall be construed to include the Third Amendment TI Allowance.

6. Parking. The ratio of non-reserved, non-exclusive parking spaces made available for use by Tenant with respect to the various expansions of the Premises as they occur pursuant to this Third Amendment shall be the same as that set forth in Section 17.20 of the Lease (i.e.,

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approximately three (3) spaces per 1,000 rentable square feet). Beginning on the Effective Date, Tenant shall have the right throughout the remainder of the initial Term, the Extended Term and the Second Extended Term (if applicable) to designate up to twenty (20) parking spaces for Tenant’s visitor parking, which designated spaces may be changed by Tenant from time to time (at Tenant’s expense for any restriping or re-designation of spaces) but shall in all events be located solely within the areas designated on the Site Plan (Exhibit A-1) as eligible for designation as visitor parking, except to the extent otherwise approved in writing by Landlord in its sole discretion. As provided in Section 17.20 of the Lease, there shall be no cost or charge to Tenant for the nonexclusive use of parking spaces in the Center by Tenant and its employees and invitees.

7. Security Deposit. Tenant is not required to provide any increase in the Security Deposit already held by Landlord under the Lease (in the amount of Three Hundred Forty-Four Thousand Seventy-Seven and No/100 Dollars ($344,077.00)) in connection with the execution and delivery of this Third Amendment. Both the required amount of the Security Deposit as set forth in Section 16.1(a) of the Lease (as previously amended) and the Required Amount as defined in Section 16.1(b)(i) of the Lease (as previously amended) are unchanged by this Third Amendment.

Rights of First Offer.

(a) The portion of the 2025 Building which is not part of the Third Expansion Premises, consisting of the first floor of the 2025 Building (the “2025 ROFO Space”), is presently leased to another tenant, Omnicell, Inc. (the “Existing 2025 Tenant”). The Existing 2025 Tenant’s lease is scheduled to expire on September 30, 2011 with one (1) further right to extend the lease for an additional two (2) years. Landlord shall not lease all or any portion of the 2025 ROFO Space at any time during the term of the Lease (including the Extended Term and the Second Extended Term, if applicable), except in compliance with this Paragraph 8; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under the Lease, beyond any applicable notice and cure periods; and provided further, that Tenant’s rights pursuant to this Paragraph 8(a) are subordinate to the rights of the Existing 2025 Tenant and its successors in interest (if any) pursuant to its existing lease, including (without limitation) all renewal, first refusal, first offer and other similar rights existing in favor of the Existing 2025 Tenant as of the Effective Date (all such superior rights described in this proviso being hereinafter collectively referred to as “Existing 2025 Tenant Rights”). Upon any exercise of the Existing 2025 Tenant Rights, Tenant’s rights under this Paragraph 8(a) shall remain in full force and effect with respect to any future offerings of the 2025 ROFO Space by Landlord during the term of the Lease (including the Extended Term and the Second Extended Term, if applicable).

(b) Landlord is currently processing plans with the City of Mountain View for a proposed new two-story building of approximately 70,000 square feet (the “Future Building”) to be constructed on a portion of the existing recreation area adjacent to the 2025 Building, in approximately the location depicted on Exhibit A-1. Subject to Landlord’s receipt of final governmental approvals for the Future Building and to Landlord’s actual construction of the Future Building (which construction Landlord is under no obligation to undertake or complete at any specific time, or at all), Landlord shall not lease all or any portion of the Future Building at any time during the term of the Lease (including the Extended Term and the Second Extended Term, if

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applicable), except in compliance with this Paragraph 8; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under the Lease, beyond any applicable notice and cure periods. Tenant’s rights pursuant to this Paragraph 8(b) are not subordinate to the rights of any existing tenant of the Center or any other third party.

(c) The 2051 Building and the building commonly known as 2061 Stierlin Court (the “2061 Building”), consisting of approximately 92,256 square feet and approximately 66,096 square feet, respectively, are presently leased to Actel Corporation (the “Existing 2051¬2061 Tenant”) under a lease expiring on January 31, 2014, with two (2) further renewal options of five (5) years each. Landlord shall not lease all or any portion of the 2051 Building or the 2061 Building at any time during the term of the Lease (including the Extended Term and the Second Extended Term, if applicable), except in compliance with this Paragraph 8; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under the Lease, beyond any applicable notice and cure periods; and provided further, that Tenant’s rights pursuant to this Paragraph 8(c) are subordinate to the rights of the Existing 2051-2061 Tenant and its successors in interest (if any) pursuant to its existing lease, including (without limitation) all renewal, first refusal, first offer and other similar rights existing in favor of the Existing 2051-2061 Tenant as of the Effective Date (all such superior rights described in this proviso being hereinafter collectively referred to as “Existing 2051-2061 Tenant Rights”). Upon any exercise of the Existing 2051-2061 Tenant Rights, Tenant’s rights under this Paragraph 8(c) shall remain in full force and effect with respect to any future offerings of the 2051 Building and/or 2061 Building by Landlord during the term of the Lease (including the Extended Term and the Second Extended Term, if applicable).

(i) Landlord understands that Tenant has discussed with the Existing 2051-2061 Tenant the possibility of subleasing the second floor of the 2051 Building for the entire remaining term of the Existing 2051-2061 Tenant’s existing lease. Tenant acknowledges that any such sublease would be subject to Landlord’s consent, which Landlord shall not unreasonably withhold, condition or delay, and to the execution of a Consent of Master Landlord in a form reasonably acceptable to Landlord, Tenant (as subtenant) and the sublandlord. In connection with any such sublease, Tenant acknowledges having been advised by Landlord that Landlord will not consent to (or accommodate) any amendment of the Existing 2051-2061 Tenant’s existing lease which would, in Landlord’s reasonable judgment, create any risk of fragmenting the 2051 Building by creating multiple direct leases or subleases with potentially different expiration or termination dates, nor will Landlord enter into any direct lease with Tenant for any portion constituting less than all of the 2051 Building.

(d) If, at any time during the term of the Lease (including the Extended Term and the Second Extended Term, if applicable), Landlord proposes to lease the 2025 ROFO Space or any portion thereof (other than pursuant to the Existing 2025 Tenant Rights) or to lease any portion of the 2051 Building or the 2061 Building (other than pursuant to the Existing 2051-2061 Tenant Rights), and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “First Offer Notice”), specifying the material terms on which Landlord proposes to offer and lease the 2025 ROFO Space, 2051 Building, 2061 Building or applicable portion of any of them (the “Offered Space”), and shall offer to Tenant the opportunity to lease the Offered Space on the terms specified

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in the First Offer Notice. Tenant shall have fifteen (15) business days after the date of delivery of the First Offer Notice in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Space shall be leased to Tenant on the terms set forth in the First Offer Notice (provided, however, that regardless of the material terms specified in the First Offer Notice, the term for Tenant’s leasing of the Offered Space shall be coterminous with the then-current Term of the Lease, including the Extended Term or Second Extended Term, if applicable), and otherwise on the additional terms and provisions set forth in the Lease (except to the extent inconsistent with the terms set forth in the First Offer Notice), the Offered Space shall become part of the Premises under the Lease, and the parties shall promptly (and in all events within thirty (30) days after delivery of Tenant’s acceptance) execute and deliver a lease amendment incorporating and implementing the terms of Tenant’s leasing of the Offered Space as part of the Premises in accordance with this subparagraph. If Tenant does not accept Landlord’s offer within the allotted time or if the parties fail to execute and deliver such lease amendment within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or other written agreement, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the Offered Space to any third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the First Offer Notice, without re-offering the Offered Space to Tenant pursuant to this subparagraph. If Landlord does not lease the Offered Space to a third party during the 180-day period described above, or if Landlord leases the Offered Space to a third party and Landlord later, upon expiration or termination of such lease, again wishes to lease the Offered Space or any portion thereof during the term of the Lease (including the Extended Term and the Second Extended Term, if applicable), then in either such event this first offer right shall reattach to the Offered Space on all of the same terms set forth above.

(e) If, at any time during the term of the Lease (including the Extended Term and the Second Extended Term, if applicable), Landlord proposes to lease the Future Building or any portion thereof, and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “Future Building First Offer Notice”), specifying the material terms on which Landlord proposes to offer and lease the Future Building or applicable portion thereof (the “Future Building Offered Space”), and shall offer to Tenant the opportunity to lease the Future Building Offered Space on the terms specified in the Future Building First Offer Notice. Tenant shall have fifteen (15) business days after the date of delivery of the Future Building First Offer Notice in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Future Building Offered Space shall be leased to Tenant on the terms set forth in the Future Building First Offer Notice, and otherwise on the additional terms and provisions set forth in the Lease (except to the extent inconsistent with the terms set forth in the Future Building First Offer Notice), and the parties shall promptly (and in all events within thirty (30) days after delivery of Tenant’s acceptance) execute and deliver a lease amendment or new lease, as they may mutually determine to be convenient or appropriate, incorporating and implementing the terms of Tenant’s leasing of the Future Building Offered Space in accordance with this subparagraph. If Tenant does not accept Landlord’s offer within the allotted time or if the parties fail to execute and deliver such lease amendment or new

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lease (as applicable) within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or new lease, provided that neither party shall be entitled to invoke its own lack of good faith, diligent efforts, if applicable, as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the Future Building Offered Space to any third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the Future Building First Offer Notice, at a minimum rental and on other terms and conditions not materially more favorable to the lessee than the minimum rental and other terms offered to Tenant in the Future Building First Offer Notice. If, in the course of negotiations with a third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the Future Building First Offer Notice in a manner materially more favorable to the third party than the minimum rental or other terms set forth in the Future Building First Offer Notice, then Landlord shall be required to re-offer the Future Building Offered Space to Tenant on such more favorable terms pursuant to another Future Building First Offer Notice. For purposes of the preceding two sentences, (i) a variance of less than five percent (5%) in the amount of minimum or base NNN rent payments shall not be deemed materially more favorable to a third-party lessee than the terms set forth in the Future Building First Offer Notice, and (ii) Landlord’s offering to a third party of a term longer or shorter than the term specified in the Future Building First Offer Notice (within commercially reasonable limits) shall not constitute a provision materially more favorable to the third party than the term offered to Tenant in the Future Building First Offer Notice. If Landlord does not lease the Future Building Offered Space to a third party during the 180-day period described above, or if Landlord leases the Future Building Offered Space to a third party and Landlord later, upon expiration or termination of such lease, again wishes to lease the Future Building Offered Space or any portion thereof during the term of the Lease (including the Extended Term and the Second Extended Term, if applicable), then in either such event this first offer right shall reattach to the Future Building Offered Space on all of the same terms set forth above.

Services to Premises; Maintenance and Repair of Single-Tenant Buildings.

(a) Notwithstanding anything to the contrary contained in the Lease, Tenant shall in all events be responsible for all services (including but not limited to janitorial services) associated with the interior of the Premises as they exist from time to time throughout the remaining initial Term of the Lease, the Extended Term and the Second Extended Term (if applicable).

(b) The maintenance and repair provisions set forth in the Existing Lease are designed for multi-tenant buildings, and shall continue to apply during the remaining Term and Extended Term of the Lease with respect to any buildings that are less than fully leased to Tenant (each, a “Multi-Tenant Building”), except as otherwise expressly provided in this Third Amendment. Landlord agrees to meet with Tenant from time to time, upon request by Tenant, to discuss the possible transfer to Tenant of partial or full responsibility for certain maintenance and other services typically provided by Landlord in Multi-Tenant Buildings (in addition to janitorial services, which are already covered by Paragraph 9(a) above with respect to the interior of the Premises). If Landlord and Tenant mutually and reasonably agree that such transfers of responsibility are feasible and appropriate, then Landlord and Tenant shall document such agreement in a separate letter

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agreement between the parties, which letter agreement shall identify in reasonable detail the specific services for which Tenant shall undertake responsibility, any performance standards and other reasonable terms and conditions to be applicable to the transfer to Tenant of the responsibility for such services, and reasonable termination rights by both parties (including, but not limited to, Landlord’s right to terminate such agreement in part or in full and to re-assume responsibility for some or all of the services covered by such agreement in the event Tenant fails to comply, beyond applicable notice and cure periods, with the standards, terms and conditions set forth in the applicable letter agreement).

(c) In the case of buildings that are fully leased to Tenant (each, a “Single Tenant Building”), such as the 2027 Building, the 2029 Building after the Fourth Expansion Premises Delivery Date, and the 2025 Building if Tenant becomes the tenant of that entire building, Sections 8.1 and 8.2(a) of the Lease (defining the respective maintenance and repair obligations of Landlord and Tenant) shall be deemed to be replaced by the following Sections 8.1A and 8.2A for so long as the applicable building is a Single-Tenant Building (but Sections 8.2(b) and (c) of the Lease shall continue to apply in their current form without regard to such amendment):

“8.1A Landlord’s Obligation for Maintenance. Landlord shall repair, maintain and replace or cause to be repaired, maintained and replaced, as reasonably determined by Landlord to be necessary or appropriate, the Common Areas of the Center and the roof, foundation, exterior walls and other structural portions of the Building. The cost of all work performed by Landlord under this Section 8.1 may, in Landlord’s discretion, either (x) be treated as an Operating Expense hereunder or (y) be charged back by Landlord for direct reimbursement by Tenant as the sole occupant of the Building, in which event such reimbursement shall be paid to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s written statement identifying the requested reimbursement and providing reasonable supporting information for the nature and cost of the work for which reimbursement is requested; provided, however, that (i) Landlord shall consult reasonably and in good faith with Tenant prior to electing to apply the direct chargeback approach described in the preceding clause (y) with respect to any particular item of work or expense, and (ii) notwithstanding anything to the contrary contained in this Lease, to the extent such costs, if treated as Operating Expenses under this Lease, would be required to be amortized pursuant to Section 5.2 of this Lease, Landlord shall not use the direct chargeback approach to pass such costs through to Tenant at any faster rate than the amortization rate that would apply under Section 5.2 if such costs were being treated as Operating Expenses thereunder. The cost provisions of the preceding sentence shall not apply, however, to the extent the applicable work by Landlord (i) is required due to the gross negligence of Landlord; (ii) involves the repair or correction of a condition or defect that Landlord is required to correct pursuant to Section 2.3 hereof; (iii) is a capital expense not includible (or in excess of the amounts includible on an amortized basis) as an Operating Expense under Section 5.2 hereof, or is otherwise expressly excluded from treatment as an Operating Expense under any other applicable provision of Section 5.2 hereof; (iv) results from an event of casualty or condemnation covered by Article 13 hereof (in which event the provisions of such Article 13 shall govern the parties’ respective rights and obligations); or (v) is required due to the

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negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 10.6 hereof, subject to the release set forth in Section 10.4 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s expense, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect.

“8.2A Tenant’s Obligation for Maintenance. Except as provided in Section 8.1A hereof, and subject to the provisions of Article 13 hereof (which shall be controlling in the event of any casualty or condemnation covered by such Article 13), Tenant at its sole cost and expense shall keep and maintain in good and sanitary order, condition and repair the Building and every part thereof, wherever located, including but not limited to the signs, interior, ceiling, the electrical, plumbing and sewer (within the Building and up to the “T” junction(s) serving the Building), telephone and communications systems serving the Building, the HVAC equipment and other mechanical systems and elevators (if any) serving the Building (for which equipment, systems and elevators Tenant shall enter into a service contract with a person or entity reasonably designated or approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed), any supplemental or auxiliary mechanical systems installed by Tenant to serve the Building or any portion thereof, exposed plumbing and sewage and other utility facilities, all doors, door checks, windows, plate glass, door fronts, fixtures, partitions, lighting, wall surfaces, floor surfaces and coverings and ceiling surfaces and coverings of the Building, and all other interior repairs, foreseen and unforeseen, with respect to the Building, as required. To the extent Landlord has any third-party warranties or service contracts on any improvements or systems in the Building which are Tenant’s obligation to maintain during the term of this Lease, Landlord agrees to assign such warranties or service contracts to Tenant, to the extent practicable, and to use reasonable efforts to enforce for Tenant’s benefit (and at Tenant’s expense) any such warranties or service contracts which it is not practicable to assign to Tenant.”

(d) Notwithstanding anything to the contrary contained in the Existing Lease or this Third Amendment, from and after the date that a Building becomes a Single-Tenant Building, Tenant shall, at Tenant’s sole expense, contract directly with the applicable utility or other service provider approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) for gas and electricity, sewer, water and garbage removal services and for all other utilities and services for such Single-Tenant Building. From and after the date that Tenant contracts directly for gas, electricity, sewer, water, garbage removal and other utilities and services for such Single-Tenant Building, Operating Costs attributable to the Building shall not include any charge or allocation for any such utilities or services supplied to the Premises in such Building (but Operating Costs shall still include a proportional share of costs for any such services or utilities supplied to the Common Areas).

(e) Notwithstanding anything to the contrary contained in the Existing Lease or this Third Amendment, nothing in this Paragraph 9 shall be deemed to modify the obligations of Landlord and Tenant as set forth in Sections 2.3(c) and 9.4 of the Existing Lease and in

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Paragraph 4(g) of the Workletter attached as Exhibit B to the Lease with respect to ADA or building code compliance for any Single-Tenant (or Multi-Tenant) Building, whether as of the date of Landlord’s Completion Notice or Landlord’s Delivery Notice (as applicable) or as of any subsequent date on which any ADA or building code compliance requirements become applicable, whether as a result of Tenant’s application for permits, construction of improvements, particular use of the Premises, or otherwise. Nothing in this Paragraph 9 (or in the other provisions referenced above in this Paragraph 9) shall be construed, however, to require Landlord to upgrade for ADA or building code compliance purposes, at the time of or in connection with the delivery of any portion of the Third Amendment Expansion Premises to Tenant, any other portion of the Premises previously delivered to and occupied by Tenant.

10. Use Provisions. The primary use contemplated for the Premises is general office and administrative uses associated with the operation of a corporate headquarters, although the foregoing is not intended to limit the permitted use provisions under the Lease. Tenant has expressed an interest in possibly installing a full-service cafeteria or deli or other food service facility in part of the Premises. To the extent it does so, Tenant acknowledges that it shall be solely responsible for obtaining all necessary licenses and permits and complying with all applicable legal and governmental requirements applicable to the construction and operation of such a facility, and agrees that the following supplemental restrictions and requirements shall apply under the Lease (which restrictions and requirements are in addition to and not in lieu of use restrictions and maintenance and compliance requirements already contained in the Lease):

(a) Tenant shall use its commercially reasonable good faith efforts to prevent any odors, smells or vapors caused by Tenant from escaping from the applicable portion of the Premises into other portions of the Building (if there are other tenants in the Building) or to the exterior of the Building, and shall design the food-related facilities in the Premises in such a manner and install such apparatus or equipment as may be reasonably appropriate to control such odors, smells and vapors. Tenant shall keep all garbage and refuse in covered, airtight receptacles and shall cause such material to be removed from the Premises at least once within every 24 hours or more often if required by applicable laws, ordinances, statutes or governmental regulations. Tenant shall install and maintain, during the Term, adequate and appropriate grease traps on drains and pipes connecting to the sewer lines serving the applicable portions of the Premises and shall at all times maintain such traps in a clean and sanitary condition and in good order and repair.

(b) Tenant shall maintain all flues, kitchen hoods and other kitchen facilities in compliance with appropriate fire prevention standards and all other applicable legal requirements, shall maintain service agreements with outside service vendors approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) for flue and kitchen hood maintenance and cleaning, and shall provide Landlord (upon request) with copies of such service agreements as in effect from time to time.

(c) Tenant shall have the right to install tables and chairs for café seating and other miscellaneous outdoor uses in that portion of the patio between the 2029 and 2051 Buildings designated as “Outdoor Seating Area” on Exhibit A-1 attached hereto. All costs associated with the acquisition, installation and maintenance of such outdoor furniture and Outdoor Seating Area shall

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be at Tenant’s sole expense. Since the designated Outdoor Seating Area is in the Common Areas of the Center, Tenant’s use of such Outdoor Seating Area shall be non-exclusive and shall be subject to such reasonable rules and regulations as Landlord may prescribe from time to time pursuant to Section 17.14 of the Lease, but Landlord shall have no responsibility for regulating or policing the use of such area by other tenants of the Center and their employees, agents and invitees.

11. Brokers. CB Richard Ellis, Inc. is the broker of record representing Landlord, and Cornish & Carey Commercial is the broker of record representing Tenant, in connection with this Third Amendment. Landlord shall pay each such broker a commission in connection with the execution of this Third Amendment in accordance with a separate agreement(s). Each of Landlord and Tenant respectively (i) represents and warrants that no other broker participated in the consummation of this Third Amendment and (ii) agrees to indemnify, defend and hold the other party harmless against any liability, cost or expense, including (but not limited to) reasonable attorneys’ fees, arising out of any claims for brokerage commissions or other similar compensation in connection with any conversations, prior negotiations, agreements or other dealings by the indemnifying party with any other broker in connection with this Third Amendment.

12. Entire Agreement. This Third Amendment constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all prior negotiations, discussions, terms sheets, understandings and agreements, whether oral or written, between the parties with respect to such subject matter (other than the Lease itself, as expressly amended hereby).

13. Execution and Delivery. This Third Amendment may be executed in one or more counterparts and by separate parties on separate counterparts, effective when each party has executed at least one such counterpart or separate counterpart, but each such counterpart shall constitute an original and all such counterparts together shall constitute one and the same instrument. Signatures transmitted by facsimile or by electronic mail in PDF format shall be binding upon the party transmitting same and shall have the same effect as original signatures, provided that such party thereafter delivers corresponding original signatures to the receiving party within five (5) business days after such initial transmission of signatures by facsimile or electronic mail.

14. Right to Make Alterations. From and after the Effective Date, clause (ii) of the first sentence of Section 7.1 of the Existing Lease shall be amended to increase from Fifty Thousand Dollars ($50,000) to One Hundred Thousand Dollars ($100,000) the aggregate cost of interior non-structural alterations that Tenant is permitted to make in the Premises during any twelve (12) month period without the prior written consent of Landlord, but the existing limit of Twenty-Five Thousand Dollars ($25,000) set forth in clause (i) of such sentence with respect to any single alteration or improvement or set of related and substantially concurrent alterations or improvements is not amended hereby and remains in full force and effect.

15. Title to Alterations. From and after the Effective Date, Section 7.2 of the Existing Lease shall be amended to provide that the reference to “lab benches”, which shall remain the property of Landlord upon expiration or earlier termination of the Lease, shall mean only built-in lab cabinets and benches which are attached to the walls of the Premises or connected to one or more

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utilities, and shall not apply to moveable lab cabinets and benches which are not so attached or connected.

16. Environmental Conditions. Not later than thirty (30) days after the Effective Date, Landlord shall provide to Tenant copies of all third-party studies and reports, if any, in Landlord’s possession regarding the environmental condition of the 2025 Building, as set forth in Section 9.6(b)(xi) of the Existing Lease. If Landlord does not have in its possession studies or reports for the 2025 Building, Landlord shall so notify Tenant in writing within such thirty (30) day period. Landlord acknowledges that its indemnification obligations under Section 9.6(c) of the Lease shall be effective (i) with respect to the Supplemental 2029 Premises, from and after the Supplemental 2029 Premises Delivery Date; (ii) with respect to the Third Expansion Premises, from and after the Third Expansion Premises Delivery Date; and (iii) with respect to the Fourth Expansion Premises, from and after the Fourth Expansion Premises Delivery Date.

17. Full Force and Effect. Except as expressly set forth herein, the Lease has not been modified or amended and remains in full force and effect.

18. Absence of Certain Encumbrances. Reaffirming and updating the representation contained in the final sentence of Section 15.1 of the Existing Lease, Landlord represents and warrants to Tenant that as of the Effective Date, neither the Premises nor the Center nor any of the Buildings referred to in this Third Amendment is subject to any existing ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security.

19. Condition Precedent. This Third Amendment and the obligations of Landlord and Tenant hereunder shall be conditioned upon (i) the execution and delivery by Tenant and the Existing 2051-2061 Tenant of a sublease for the second floor of the 2051 Building upon terms and conditions acceptable to Tenant in its sole and absolute discretion (the “Actel Sublease”), and (ii) Landlord’s consent (“Consent of Master Landlord”) to the Actel Sublease upon terms and conditions reasonably acceptable to Landlord, Tenant and the Existing 2051-2061 Tenant (collectively, the “Actel Conditions”). If both of the Actel Conditions have not occurred by January 31, 2010 (the “Actel Conditions Termination Date,”, which Actel Conditions Termination Date may be extended as mutually agreed in writing by Landlord and Tenant in their respective reasonable discretion, but in no event later than March 1, 2010 unless mutually agreed in writing by Landlord and Tenant in their respective sole and absolute discretion), this Third Amendment shall be null and void and of no further force or effect, in which case the Existing Lease shall remain unmodified and in full force and effect.

[rest of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment as of the Effective Date.


“Landlord”			“Tenant”

BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company			LINKEDIN CORPORATION, a Delaware corporation

By:	HCP Estates USA Inc., (formerly
	known as Slough Estates USA Inc.), a		By:	/s/ Steve Sordello
	Delaware corporation, Its Operations		Name:	Steve Sordello
	Manager and Member		Title:	Chief Financial Officer

	By:	/s/ Jonathan M. Bergschneiger	/s/ Erika Rottenberg
		Jonathan M. Bergschneider	Erika Rottenberg
		Senior Vice President	Vice President, General Counsel and Secretary

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Exhibit 10.14C

EXHIBIT A

SITE PLAN AND APPROXIMATE FLOOR PLANS FOR

SUPPLEMENTAL 2029 PREMISES, 2029 BUILDING (FIRST FLOOR)

AND 2025 BUILDING (FIRST AND SECOND FLOORS)

[See attached four (4) pages, labeled Exhibits A-1, A-2, A-3 and A-4.]

EXHIBIT A

LOGO

Exhibit 10.14C

Schedule 1

Monthly minimum rent during the remainder of the initial term and during First Extended Term of the Lease (see Paragraphs 2(c), 3(c) and 4(a) of Third Amendment):

Period

2029 Building
Existing
Premises
Monthly
Minimum Rent
(60,100 sq ft) ⁵

2027 Building
Existing
Premises
Monthly
Minimum Rent
(35,921 sq ft)

Third
Expansion
Premises (2025
Bldg 2^nd Flr)
Monthly
Minimum Rent
(21,671 sq ft)

Fourth
Expansion
Premises (2029
Bldg Suite 120)
Monthly
Minimum Rent
(8,152 sq ft)

Total Monthly
Minimum Rent

12/01/09 - 04/30/10

$152,654.00¹
($2.54/sf)

$91,239.34¹
($2.54/sf)

$ 0.00

n/a

$243,893.34

05/01/10 - 08/31/10

$ 0.00

$ 91,239.34
($2.54/sf)

$ 0.00

n/a

$ 91,239.34

09/01/10 - 09/30/10

$ 0.00

$ 91,239.34
($2.54/sf)

$28,172.30
($1.30/sf)

n/a

$119,411.64

10/01/10 - 10/31/10

$ 78,130.00
($1.30/sf)

$ 91,239.34
($2.54/sf)

$28,172.30
($1.30/sf)

n/a

$197,541.64

11/01/10 - 04/30/11

$ 78,130.00
($1.30/sf)

$ 94,113.02
($2.62/sf)

$28,172.30
($1.30/sf)

$ 0.00

⁴

$200,415.32

05/01/11 - 05/31/11

$ 81,135.00
($1.35/sf)

$ 94,113.02
($2.62/sf)

$29,255.85
($1.35/sf)

$ 0.00

$204,503.87

06/01/11 - 10/31/11

$ 81,135.00
($1.35/sf)

$ 94,113.02
($2.62/sf)

$29,255.85
($1.35/sf)

$11,005.20
($1.35/sf)

$215,509.07

11/01/11 - 04/30/12

$ 81,135.00
($1.35/sf)

$ 96,627.49
($2.69/sf)

$29,255.85
($1.35/sf)

$11,005.20
($1.35/sf)

$218,023.54

05/01/12 - 04/30/13

$ 84,140.00
($1.40/sf)

$ 50,289.40
($1.40/sf)

$30,339.40
($1.40/sf)

$11,412.80
($1.40/sf)

$176,181.60
($1.40/sf)

05/01/13 - 04/30/14

$ 87,145.00
($1.45/sf)

$ 52,085.45
($1.45/sf)

$31,422.95
($1.45/sf)

$11,820.40
($1.45/sf)

$182,473.80
($1.45/sf)

05/01/14 - 04/30/15

$ 90,150.00
($1.50/sf)

$ 53,881.50
($1.50/sf)

$32,506.50
($1.50/sf)

$12,228.00
($1.50/sf)

$188,766.00
($1.50/sf)

¹	Per Existing Lease

²	Tenant pays Op Ex and utils beginning on Third Exp Prems Delivery Date (1/15/10?)

³	Tenant pays Op Ex and utils only

⁴	Tenant pays Op Ex and utils beginning on Fourth Exp Prems Delivery Date (2/15/11?)

⁵	Square footage does not change for this purpose upon addition of Supplemental 2029 Premises

NOTE: Aggregate square footage as of Fourth Exp Prems Delivery Date is 125,844 sq ft

SCHEDULE 1

EX-10.14.D 18 dex1014d.htm FOURTH AMENDMENT TO LEASE Fourth Amendment to Lease

Exhibit 10.14D

FOURTH AMENDMENT TO LEASE

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:

Recitals

A. Landlord and Tenant are parties to a Lease dated as of March 20, 2007, as amended by a First Amendment to Lease (the “First Amendment”) dated as of September 28, 2007, a Second Amendment to Lease (the “Second Amendment”) dated as of June 25, 2008 and a Third Amendment to Lease (the “Third Amendment”) dated as of December 18, 2009 (as so amended, the “Existing Lease”), covering premises consisting of approximately 60,100 square feet of space constituting Suites 100 and 200 (the “Existing 2029 Premises”) of the building commonly known as 2029 Stierlin Court (the “2029 Building”), approximately 666 square feet of additional space located in or adjacent to the 2029 Building (the “Supplemental 2029 Premises”), approximately 21,671 square feet of space (the “Third Expansion Premises”) comprising the entire second floor of the building commonly known as 2025 Stierlin Court (the “2025 Building”) and approximately 35,921 square feet of space constituting the entire building commonly known as 2027 Stierlin Court (the “2027 Building” and, collectively with the Existing 2029 Premises, the Supplemental 2029 Premises and the Third Expansion Premises, the “Existing Premises”) in the Britannia Shoreline Technology Park in Mountain View, California (the “Center”). The Existing Lease also provides for the future addition to the Existing Premises of approximately 8,152 square feet of space commonly known as Suite 120 plus associated building common areas and located on the first floor of the 2029 Building (the “Fourth Expansion Premises”).

B. For purposes of this Fourth Amendment and of the Existing Lease as modified by this Fourth Amendment, unless the context otherwise requires, the term “Premises” shall collectively mean and include the Existing Premises and the Fourth Expansion Premises (but only on and after the Fourth Expansion Premises Delivery Date as defined in the Third Amendment), and the term “Lease” shall mean the Existing Lease as modified by this Fourth Amendment.

C. Landlord has agreed to provide an additional tenant improvement allowance to Tenant, as more particularly set forth in this Fourth Amendment, and in connection therewith Landlord and Tenant wish to modify certain provisions of the Existing Lease and certain of their respective rights and obligations thereunder, all subject to and as more particularly set forth in this Fourth Amendment. As of the Effective Date, this Fourth Amendment modifies and amends the Existing Lease and supersedes any inconsistent provisions of the Existing Lease with respect to the matters covered by this Fourth Amendment.

D. Capitalized terms used in this Fourth Amendment as defined terms but not specifically defined in this Fourth Amendment shall have the meanings assigned to such terms in the Existing Lease.

Agreement

NOW, THEREFORE, in consideration of the mutual agreements contained in this Fourth Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. Confirmation of Certain Matters under Third Amendment. Landlord and Tenant hereby confirm the following with respect to certain matters covered by the Third Amendment: (a) the Supplemental 2029 Premises Delivery Date occurred on January 13, 2010; (b) the Third Expansion Premises Delivery Date occurred on January 13, 2010; and (c) the condition precedent set forth in Paragraph 19 of the Third Amendment with respect to the Actel Conditions has been fully satisfied and is of no further force or effect, and the Third Amendment remains in full force and effect.

2. Fourth Amendment TI Allowance. The provisions of the Workletter (Exhibit B to the Lease) shall apply to this Fourth Amendment only to the extent specifically set forth in this Paragraph 2, and in the event of any conflict or inconsistency between the Workletter and this Paragraph 2, the provisions of this Paragraph 2 shall be controlling.

(a) Landlord shall provide Tenant with a tenant improvement allowance pursuant to this Fourth Amendment in the amount of One Hundred Seventy-Nine Thousand Six Hundred Five Dollars ($179,605.00) (the “Fourth Amendment TI Allowance”), which Fourth Amendment TI Allowance is equivalent to a rate of $5 per rentable square foot in the portion of the Existing Premises consisting of the 2027 Building. Tenant shall have the right to use the Fourth Amendment TI Allowance for improvements to (i) the Fourth Expansion Premises and any portion of the Existing Premises located in the 2029 Building, (ii) the exterior grounds, pathways and parking areas of the Center, as long as Tenant does not reduce the current number of parking spaces, and (iii) the walkways between the 2027 and 2025 Buildings and the walkways between the 2051 and 2029 Buildings (collectively, the “TI-Eligible Premises”); provided, however, that in no event shall more than a total of $134,884.50 [the same dollar limit set forth in the Third Amendment] of the combined Third Amendment TI Allowance and Fourth Amendment TI Allowance be used in the aggregate for improvements to the areas described in clauses (ii) and (iii) of this sentence. Additional terms and conditions relating to the Fourth Amendment TI Allowance and to the design and construction of any alterations and improvements that Tenant elects to construct or install in the TI-Eligible Premises (including, but not limited to, conditions relating to Landlord’s approval of drawings, plans and specifications) shall be the same as those set forth in the Initial Lease and in the Workletter with respect to the Tenant Improvement Allowance and the construction of alterations, additions, improvements and Tenant’s work thereunder, subject to the following modifications and clarifications:

(i) The Fourth Amendment TI Allowance shall not be eligible to be drawn down by Tenant except (A) during calendar year 2011 and (B) for work actually performed during calendar year 2011. Any portion of the Fourth Amendment TI Allowance that has not been drawn by Tenant by December 31, 2011 (the “Fourth Amendment TI Allowance Expiration Date”) shall expire and shall no longer be available to Tenant thereafter. The drawing and expiration dates

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with respect to the Third Amendment TI Allowance under the Existing Lease shall remain unchanged.

(ii) The cost of any refurbishments, alterations or improvements made by Tenant that are not eligible for expenditure of the Third Amendment TI Allowance and/or Fourth Amendment TI Allowance funds, as applicable, and any amount by which the cost of refurbishments, alterations and improvements made by Tenant exceeds the available Third Amendment TI Allowance and Fourth Amendment TI Allowance, as applicable, shall be Tenant’s sole cost and expense. The Fourth Amendment TI Allowance is provided as part of the basic consideration to Tenant under this Fourth Amendment and will not result in any rental adjustment or additional rent beyond the minimum monthly rent expressly provided in the Existing Lease. Landlord shall not charge any supervisory fee or construction management fee relating to the review of plans or the exercise of Landlord’s oversight and approval rights in connection with Tenant’s construction of alterations and improvements in the TI-Eligible Premises; however, Landlord shall be entitled to reimbursement from Tenant (or to a charge or deduction against the Fourth Amendment TI Allowance, if applicable) for any fees and costs actually incurred by Landlord for the use of third-party engineers, architects or other similar consultants or professional service providers determined by Landlord to be reasonably necessary to facilitate Landlord’s review and approval of drawings, plans, specifications or other elements of tenant improvements submitted by Tenant for Landlord’s approval.

(iv) Upon expiration or termination of the Lease, as it may be extended, Tenant shall not be required to remove any alterations, additions or improvements contemplated in or constructed pursuant to this Fourth Amendment, including, without limitation, any tenant improvements constructed in the TI-Eligible Premises, to which Landlord has consented. Notwithstanding the foregoing provision, however, upon the expiration or termination of the Lease, as it may be extended, Tenant shall at Tenant’s expense remove all cabling installed in any portion of the Premises, whether prior to or after the Effective Date, except to the extent Landlord in its discretion agrees in writing at the time of such expiration or termination that all or any specified portion of such cabling may be left in place.

(v) For purposes of applying the Workletter to Tenant’s construction of tenant improvements in the TI-Eligible Premises with the use of the Fourth Amendment TI Allowance pursuant to this Fourth Amendment, (A) references in the Workletter to the “Premises” shall be construed to mean the TI-Eligible Premises; (B) references in Paragraph 1(g) of the Workletter to specific items contemplated as part of the Tenant Improvements shall not apply; (C) the Project Manager (if applicable) shall be Project Management Advisors, Inc. (contact person: Bernie Baker); (D) those portions of Paragraph 3 of the Workletter relating to the amount of the Tenant Improvement Allowance and the Premises in which the Tenant Improvement Allowance may be spent are superseded by the provisions of this Fourth Amendment, but all other provisions of such Paragraph 3 (including, without limitation, the method for payment of the “Tenant Improvement

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Allowance” to Tenant) shall remain applicable, with references to the “Tenant Improvement Allowance” being construed for this purpose to refer instead to the Fourth Amendment TI Allowance; and (E) Paragraph 5 of the Workletter shall not apply.

(b) Solely for purposes of applying the insurance provisions in Section 10.1 of the Existing Lease (specifically including, but not limited to, Section 10.1(e) and (f) and the final sentence of Section 10.1(d)), from and after the Effective Date (i) the terms “Tenant Improvements” and “Tenant Improvements constructed by Tenant pursuant to the Workletter” as used in such Section 10.1 shall be construed to include any alterations, additions or improvements constructed by Tenant pursuant to this Fourth Amendment and (ii) the term “Tenant Improvement Allowance” as used therein shall be construed to include the Fourth Amendment TI Allowance.

3. Brokers. Each of Landlord and Tenant respectively (i) represents and warrants that no broker participated in the consummation of this Fourth Amendment and (ii) agrees to indemnify, defend and hold the other party harmless against any liability, cost or expense, including (but not limited to) reasonable attorneys’ fees, arising out of any claims for brokerage commissions or other similar compensation in connection with any conversations, prior negotiations, agreements or other dealings by the indemnifying party with any broker in connection with this Fourth Amendment.

4. Entire Agreement. This Fourth Amendment constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all prior negotiations, discussions, terms sheets, understandings and agreements, whether oral or written, between the parties with respect to such subject matter (other than the Existing Lease itself, as expressly amended hereby).

5. Execution and Delivery. This Fourth Amendment may be executed in one or more counterparts and by separate parties on separate counterparts, effective when each party has executed at least one such counterpart or separate counterpart, but each such counterpart shall constitute an original and all such counterparts together shall constitute one and the same instrument. Signatures transmitted by facsimile or by electronic mail in PDF format shall be binding upon the party transmitting same and shall have the same effect as original signatures, provided that such party thereafter delivers corresponding original signatures to the receiving party within five (5) business days after such initial transmission of signatures by facsimile or electronic mail.

6. Full Force and Effect. Except as expressly set forth herein, the Existing Lease has not been modified or amended and remains in full force and effect.

[rest of page intentionally left blank: signature page follows]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Fourth Amendment as of the Effective Date.


“Landlord”			“Tenant”

BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company			LINKEDIN CORPORATION, a Delaware corporation
			LINKEDIN CORPORATION, a Delaware corporation

By:	HCP Estates USA Inc., (formerly known as Slough Estates USA Inc.), a Delaware corporation, Its Operations Manager and Member
			By:	/s/ Steve Sordello 3/4/10
				Steve Sordello
				Chief Financial Officer

	By:	/s/ Jonathan M. Berg Schneider
		Jonathan M. Bergschneider
		Senior Vice President

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EX-10.14.E 19 dex1014e.htm FIFTH AMENDMENT TO LEASE Fifth Amendment to Lease

Exhibit 10.14E

FIFTH AMENDMENT TO LEASE

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”).

R E C I T A L S :

A. Landlord and Tenant are parties to that certain Lease dated as of March 20, 2007, as amended by (i) a First Amendment to Lease dated September 28, 2007 (the “First Amendment”), (ii) a Second Amendment to Lease dated June 25, 2008 (the “Second Amendment”), (iii) a Third Amendment to Lease dated December 18, 2009 (the “Third Amendment”), and (iv) a Fourth Amendment to Lease dated March 3, 2010 (the “Fourth Amendment”) (collectively, the “Lease”), pursuant to which Tenant leases certain premises consisting of (i) approximately 60,100 rentable square feet of space in the building located at 2029 Stierlin Court (the “2029 Building”), (ii) approximately 666 rentable square feet of space located in or adjacent to the 2029 Building, (iii) approximately 21,671 square feet of space comprising the entire second floor of the building located at 2025 Stierlin Court (the “2025 Building”), and (iv) approximately 35,921 rentable square feet of space constituting the entire building located at 2027 Stierlin Court (the “2027 Building”) (all of such space, collectively, the “Existing Premises”) all located in the Britannia Shoreline Technology Park in Mountain view, California (the “Project”). Pursuant to Section 3 of the Third Amendment, Landlord is scheduled to deliver to Tenant the Fourth Expansion Premises, consisting of approximately 8,152 rentable square feet located on the first floor of the 2029 Building, on or about February 15, 2011.

B. Concurrently herewith, Tenant is entering into a sublease (the “Sublease”), pursuant to which Tenant will sublease from Omnicell, Inc. (“Existing Tenant”) approximately 18,333 rentable square feet of space in the 2025 Building (the “Expansion Premises”), as more particularly set forth on Exhibit A attached hereto, which Expansion Premises, when added to the portion of the Premises currently contained within the 2025 Building, comprise the entire 2025 Building. Existing Tenant’s lease, and, accordingly, the Sublease, are scheduled to expire on September 30, 2011.

C. Landlord and Tenant desire to provide for the addition of the Expansion Premises to the Existing Premises upon the termination of the Sublease, and to make other modifications to the Lease, and in connection therewith, Landlord and Tenant desire to amend the Lease as hereinafter provided.

A G R E E M E N T :

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Lease unless expressly superseded by the terms of this Amendment.

2. Modification of Premises. Effective as of October 1, 2011 (the “Expansion Commencement Date”) Tenant shall lease from Landlord and Landlord shall lease to Tenant the Expansion Premises. Effective as of such date the Existing Premises (assuming that Landlord has delivered the Fourth Expansion Premises to Tenant pursuant to the Third Amendment), together with the Expansion Premises, shall be the “Premises” under the Lease and shall contain approximately 144,843 rentable square feet.

3. Lease Term. The term of Tenant’s lease of the Expansion Premises shall expire coterminously with Tenant’s lease of the Existing Premises, on April 30, 2015. The period of time commencing on the Expansion Commencement Date and terminating on the Lease Expiration Date shall be referred to herein as the “Expansion Term.”

Minimum Rental.

4.1. Existing Premises. Tenant shall continue to pay minimum monthly rental for the Existing Premises in accordance with the terms of the Lease.

4.2. Expansion Premises. Commencing on the Expansion Commencement Date and continuing throughout the Expansion Term, Tenant shall pay to Landlord minimum monthly rental for the Expansion Premises as follows:


Period During Expansion Term	Monthly Minimum Rental		Minimum Monthly Rent per RSF
October 1, 2011 – September 30, 2012	$	32,999.40	$	1.80

October 1, 2012 – September 30, 2013	$	33,916.05	$	1.85

October 1, 2013 – September 30, 2014	$	34,832.70	$	1.90

October 1, 2014 – April 30, 2015	$	35,749.35	$	1.95

On or before the Expansion Commencement Date, Tenant shall pay to Landlord the minimum monthly rental payable for the Expansion Premises for the first full month of the Expansion Term.

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5. Tenant’s Operating Cost Share. Effective as of the Expansion Premises Commencement Date, and continuing through the Expansion Term, Tenant’s Operating Cost Share under the Lease shall be amended to be the following amounts: (i) in the case of Operating Expenses that are reasonably allocable solely to the Building, one hundred percent (100%) of such Operating Expenses, and (ii) in the case of Operating Expenses that are determined and allocated on a Center-wide basis, eighteen and seventy eight one-hundredths percent (18.78%) of such Operating Expenses.

Improvements.

6.1. Sublease Improvements. Tenant will be constructing improvements in the Expansion Premises pursuant to the terms of the Sublease (the “Sublease Improvements”), which shall be substantially in accordance with the scope of work attached hereto as Exhibit B. Landlord hereby grants Tenant an improvement allowance in the amount of $5.00 per rentable square foot of the Expansion Premises (i.e., $91,665.00) to be used by Tenant in connection with the construction of the Sublease Improvements (the “Improvement Allowance”).

6.2. Disbursement of Improvement Allowance. Landlord shall disburse the Improvement Allowance to Tenant following the completion of the Sublease Improvements, and in accordance with Landlord’s reasonable and customary disbursement procedures, as set forth herein. The funding of the Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord reasonably may prescribe (which conditions may include, without limitation, delivery of invoices, architect’s certificates and/or other evidence reasonably satisfactory to Landlord that expenses have been incurred for the design and construction of alterations and improvements to the Expansion Premises, and delivery of conditional or unconditional lien releases from all parties performing the actual work). Notwithstanding the foregoing, (i) Landlord shall have no obligation to pay the Improvement Allowance to Tenant until after February 1, 2011, and (ii) any amount of the Improvement Allowance that has not been allocated or disbursed on or before December 31, 2011, shall revert to Landlord and Tenant shall have no further rights thereto. Landlord shall not charge a supervisory or construction management fee relating to the Sublease Improvements, but Landlord shall be permitted to recover from Tenant or deduct from the Improvement Allowance Landlord’s actual out-of-pocket fees paid by Landlord to third party consultants or service providers which Landlord determines reasonably necessary to facilitate its review and approval of the Sublease Improvements. The Improvement Allowance shall not be used by Tenant for moving or relocation expenses, furniture, fixtures or other personal property. Except as specifically set forth herein, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Expansion Premises. Tenant shall not be required to remove the Sublease Improvements upon the expiration or earlier termination of the Lease.

6.3. “As-Is”. Tenant acknowledges that Tenant will be initially occupying the Expansion Premises pursuant to the terms of the Sublease, and, accordingly shall accept the Expansion Premises from Landlord on the Expansion Premises Commencement Date in its then existing, “as-is” condition. Notwithstanding anything to the contrary contained in the foregoing, not more than ten (10) days after the Reference Date, Landlord, Tenant and Existing Tenant shall have

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completed a walk-through of the Expansion Premises to document the condition of the Expansion Premises as of the Reference Date.

7. Option to Extend. For avoidance of doubt, Tenant’s option to extend the Term of the Lease for an additional three (3) years pursuant to the provisions of Section 4 of the Third Amendment shall be applicable to the entire Premises (i.e., the Existing Premises and Expansion Premises, without any right to extend the Term as to less than the entire Premises as then constituted).

8. Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Amendment other than CBRE Real Estate and Cornish & Carey (the “Brokers”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party’s dealings with any real estate broker or agent, other than the Brokers. The terms of this Section 7 shall survive the expiration or earlier termination of this Amendment.

9. Security Deposit. Tenant shall not be required to increase the Security Deposit under the Lease in connection with Tenant’s lease of the Expansion Premises.

10. Parking. Tenant’s rights to use the unreserved surface parking areas of the in the Common Areas, as provided in Section 17.20 of the Lease, shall be increased as of the Expansion Premises Commencement Date to include 3.0 automobile parking stalls per 1,000 rentable square feet of the Expansion Premises.

11. Notices. Notwithstanding any contrary provision of the Lease, as hereby amended, as of the date of this Amendment, any notices to Landlord must be sent, transmitted or delivered, as the case may be, to the following addresses:

BRITANNIA HACIENDA VIII, LLC

c/o HCP, Inc.

3760 Kilroy Airport Way, Suite 300

Long Beach, CA 90806-2473

Attention: Legal Department

with a copy to:

HCP Life Science Estates

400 Oyster Point Boulevard, Suite 409

South San Francisco, CA 94080

Attn: Jon Bergschneider

and with courtesy copies to:

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Allen Matkins Leck Gamble Mallory & Natsis LLP

1901 Avenue of the Stars, Suite 1800

Los Angeles, California 90067

Attention: Anton N. Natsis, Esq.

12. No Further Modification. Except as set forth in this Amendment, all of the terms and provisions of the Lease shall apply with respect to the Expansion Premises and shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed as of the day and year first above written.


“LANDLORD”		“TENANT”

BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company		LINKEDIN CORPORATION, a Delaware corporation

By:	HCP Estates USA Inc.,	By:	/s/ Steve Sordello
	a Delaware corporation		Steve Sordello
			Chief Financial Officer


		By:		/s/ Jonathan M. Bergschneider
				Jonathan M. Bergschneider
				Senior Vice President

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Exhibit 10.14E

EXHIBIT A

OUTLINE OF EXPANSION PREMISES

Exhibit A

LOGO

EXHIBIT B

SUBLEASE IMPROVEMENTS SCOPE OF WORK

LOGO

EXHIBIT B

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Exhibit 10.14E

LOGO

EXHIBIT B

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EX-10.15 20 dex1015.htm SUBLEASE BY AND BETWEEN LINKEDIN CORPORATION AND OMNICELL, INC. Sublease by and between LinkedIn Corporation and Omnicell, Inc.

Exhibit 10.15

SUBLEASE

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”).

RECITALS

WHEREAS, Sublandlord is the tenant of certain premises (the “Subleased Premises”) consisting of approximately 18,333 square feet of the first floor of the building located at 2025 Stierlin Court, Mountain View California 94043 (the entire structure being referred to as the “Building”), pursuant to a lease (the “Prime Lease”) dated as of June 29, 2007, with Britannia Hacienda VIII LLC., as landlord (“Prime Landlord”). A copy of the Prime Lease is annexed hereto as Exhibit A; and

WHEREAS, Subtenant leases the second floor of the Building from Prime Landlord, and currently is negotiating with Prime Landlord the terms and conditions of a direct lease for the Subleased Premises to commence immediately upon the expiration or earlier termination of the Prime Lease (“Direct Lease”); and

WHEREAS, Subtenant wishes to sublet from Sublandlord the Subleased Premises as more particularly described on the floor plan annexed hereto as Exhibit B and being referred to as the “Subleased Premises”.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, Sublandlord and Subtenant agree as follows:

Demise and Term.

(a) Subject to and in accordance with all of the terms, covenants and conditions of this Sublease, Sublandlord hereby subleases the Subleased Premises to Subtenant, and Subtenant hires and accepts the Subleased Premises from Sublandlord, for a term (the “Sublease Term”) to commence on the later of (i) January 5, 2011, or (ii) the date of Prime Landlord’s written consent (“Consent”) to this Sublease (the “Sublease Commencement Date”), and to expire on September 30, 2011 (the “Sublease Expiration Date”), both dates inclusive, unless the Sublease Term shall sooner end pursuant to any of the terms, covenants and conditions of this Sublease or the Prime Lease. Sublandlord and Subtenant acknowledge and agree that notwithstanding the fact this Sublease demises the Subleased Premises for the remainder of the term of the Prime Lease, this Sublease shall be deemed to be a sublease and not an assignment of the Prime Lease, and in the event that under any applicable rule of law this Sublease would be deemed to be an assignment of the Prime Lease by reason thereof, the term of this Sublease shall automatically be deemed to expire on the day immediately preceding the last day of the term of the Prime Lease so as to preserve the intention of the parties that this Sublease be construed as a sublease and not an assignment.

(b) In the event that Sublandlord is unable to deliver possession of the Subleased Premises to Subtenant on the Sublease Commencement Date due to factors beyond Sublandlord’s reasonable control (including, without limitation, Prime Landlord’s failure or refusal to deliver its Consent in a timely manner), Sublandlord shall not be subject to any liability therefor and the validity of this Sublease shall not be impaired, but all Rent and other obligations of Subtenant attributable to the Subleased Premises shall be abated until such time as possession thereof is delivered to Subtenant. If Sublandlord has not delivered possession of the Subleased Premises in the condition required by this Sublease to Subtenant by December 15, 2010 for any reason other than Prime Landlord’s failure or refusal to deliver the Consent or

force majeure events, Rent (as defined in Paragraph 3(a) below) shall abate for each day after December 15, 2010 that Sublandlord has not delivered the Subleased Premises to Subtenant until the Subleased Premises is delivered in the required condition. If for any reason whatsoever Sublandlord has not delivered the Subleased Premises to Subtenant in the required condition by January 3, 2011, Subtenant shall have the right, but not the obligation, to terminate this Sublease by written notice to Landlord given at any time prior to delivery of the Subleased Premises, in which event neither party shall have any further rights or obligations hereunder and Sublandlord promptly shall refund to Subtenant all sums paid by Subtenant to Sublandlord in connection with Subtenant’s execution of this Sublease.

(c) Subject to Sublandlord’s having received the Consent or Prime Landlord’s written consent to Subtenant’s early entry pursuant to the provisions of this Paragraph 1(c), Sublandlord will allow Subtenant access to the Subleased Premises from the Effective Date until the Commencement Date for the purpose of installing Subtenant’s furniture, fixtures, voice and data communications systems, and any other equipment necessary for the conduct of Subtenant’s business, but not for the operation of business, subject to all of the provisions of this Sublease except Subtenant will not be obligated to pay Rent during such period. The date upon which Sublandlord actually delivers the Subleased Premises to Subtenant for the early entry period described herein shall be the “Delivery Date”.

(d) Notwithstanding anything to the contrary contained in this Sublease, if Subtenant and Prime Landlord execute and deliver the Direct Lease, Subtenant shall have the right to remain in the Subleased Premises upon the expiration of this Sublease, and Subtenant shall not be obligated to surrender the Subleased Premises to Sublandlord in the condition otherwise required by this Sublease and the Prime Lease.

2. Use. Subtenant shall use the Subleased Premises solely for those purpose(s) permitted pursuant to the Prime Lease and for no other purpose(s).

Rent.

(a) From and after the Sublease Commencement Date, Subtenant shall pay to Sublandlord the base rent specified in subsection (b) below (“Base Rent”). Base Rent and all other items of additional rent, charges and expenses payable by Subtenant hereunder (all of the foregoing except for Base Rent deemed, collectively, “Additional Rent”) shall be paid to Sublandlord on the first day of each calendar month, without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent shall be paid to Sublandlord in lawful money of the United States at its address set forth above (Attention: Lease Administration), or to such other person, or at such other address, as Sublandlord may from time to time designate by notice to Subtenant. Any payment by Subtenant or receipt by Sublandlord of an amount less than the amount stipulated hereunder for any portion of Rent shall be deemed a payment on account of such amount(s) payable. An endorsement or statement by Subtenant on any check or letter shall not be deemed to create an accord and satisfaction, and Sublandlord may accept any such check or payment without prejudice to Sublandlord’s right to recover the balance due or to pursue any other remedy available to it. Any provision in the Prime Lease referring to “Rent” or “rent” (or words of similar meaning) incorporated herein by reference shall be deemed to refer to all items of Base Rent and Additional Rent due under this Sublease. Base Rent and Additional Rent shall be referred to as “Rent”.

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(b) Base Rent shall consist of the following amounts, and shall be paid by Subtenant to Sublandlord as herein provided:


	Rent
Sublease Period	Total Term		Monthly
Sublease Commencement Date through Sublease Expiration Date	$	494,991.00	$	49,499.10

(c) Notwithstanding subsection (b) above, Tenant’s obligation to pay Rent shall commence on the Sublease Commencement Date, subject to any abatement of Rent pursuant to Paragraph 1.(b) above. The Rent payable for the calendar month in which the Sublease Commencement Date occurs shall be pro rated to reflect the number of days of Subtenant’s occupancy during such calendar month and shall be payable on the Sublease Commencement Date.

(d) Rent payable hereunder shall be prorated on a daily basis in the case of any period of less than a full calendar year or, in the case of any monthly installment, any period less than a full calendar month. Subtenant shall pay all commercial rent or occupancy taxes imposed in connection with this Sublease, the Subleased Premises or the payment of Rent hereunder, if applicable.

4. Sublandlord Relocation Costs. Subtenant agrees to pay to Sublandlord a one time sum of $70,000.00 for Sublandlord’s costs associated with relocation from the Subleased Premises (“Relocation Payment”). The Relocation Payment shall be made no later than thirty (30) days after the Sublease Commencement Date. Notwithstanding the purpose of the payment described in this paragraph 4, there shall be no restrictions on Sublandlord’s use of the Relocation Payment, nor shall Subtenant be responsible for any of Sublandlord’s actual relocation costs in excess of the Relocation Payment.

Additional Rent:

(a) Subtenant shall be responsible for paying all then current operating expenses as additional rent, including but not limited to Operating Expenses as defined in the Prime Lease sections 5.1, 5.2, 5.3, 5.4 and 5.5 and utilities as defined in the Prime Lease section 6.1 (the “Additional Rent”). The Additional Rent is payable pursuant to the Prime Lease to the extent relating to the Subleased Premises and shall be reimbursed to the Sublandlord 100% as billed by the Prime Landlord, or Prime Landlord’s agents, together with any actual and reasonable additional management fees that may be charged by Prime Landlord’s property management company to provide and manage these services. The estimated amount of the Additional Rent will be billed monthly along with the Rent and will be due within five (5) days after the 1st of each month. Subtenant will have all rights under section 5.4 of the Prime Lease as it relates to Final Accounting for the expense year. The Subtenant will be responsible for Subtenant’s prorated share of any increases in the Operating Expenses included in the Additional Rent once the final accounting has been completed for the expense year at issue, and Subtenant shall receive a refund to the extent it is determined that Subtenant paid in excess of its prorated share after the final accounting has been completed.

(b) The Subtenant shall be responsible for paying directly to the provider all charges for all utilities, services, materials and other items provided to the Subleased Premises to the extent such utilities, services, materials and other items are not provided by Prime Landlord pursuant to the Prime Lease. If Subtenant shall request freight elevator facilities, heat, cooled air or mechanical ventilation or any other service for which a charge is imposed pursuant to

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the Prime Lease or otherwise by Prime Landlord, Subtenant shall pay the full amount of such charge (to the extent not payable by Subtenant as Additional Rent, as defined above) within twenty (20) days after receipt of written demand therefor (i) to Prime Landlord directly for such services, or (ii) to Sublandlord if Prime Landlord bills Sublandlord for such services. Sublandlord and Subtenant shall request that Prime Landlord forward copies of invoices for such services directly to Subtenant, with copies sent to Sublandlord.

(c) The current Additional Rent payable under the Prime Lease (which sum may be adjusted annually pursuant to the applicable provisions of the Prime Lease) is $22,739.31 per month.

6. Security Deposit. Within three (3) business days after receipt of the Consent, Subtenant shall deposit the sum of $49,499.10 (the “Security Deposit”) with Sublandlord as security for the full and timely performance of Subtenant’s obligations under this Sublease. Upon the occurrence of a default, beyond applicable notice and cure periods, by Subtenant hereunder, Sublandlord may use all or any part of the Security Deposit for the payment of any Rent or for the payment of any amount which Sublandlord may pay or become obligated to pay, or to compensate Sublandlord for any loss or damage which Sublandlord may suffer, by reason of such uncured default. If any portion of the Security Deposit is used, Subtenant shall, within ten (10) business days after receipt of written demand therefor, deposit with Sublandlord an amount (in cash) sufficient to restore the Security Deposit to its original amount. Sublandlord shall not be required to keep the Security Deposit separate from its general funds, and Subtenant shall not be entitled to interest thereon. In no event shall the Security Deposit be considered an advanced payment of Rent, and in no event shall Subtenant be entitled to use the Security Deposit for the payment of Rent. If no default by Subtenant exists hereunder as of the Sublease Expiration Date, the Security Deposit (or any balance thereof) shall be returned to Subtenant within thirty (30) days after the expiration of the Sublease Term and the surrender of the Subleased Premises to Sublandlord; provided, however, that if Subtenant and Prime Landlord executed and deliver the Direct Lease, Sublandlord shall return the Security Deposit to Subtenant within thirty (30) days after the expiration or earlier termination of this Sublease. Sublandlord shall transfer the Security Deposit to any purchaser or transferee of Sublandlord’s interest under the Prime Lease. Upon such transfer, Subtenant shall look solely to such purchaser or transferee for return of the Security Deposit, and Sublandlord shall be relieved of any liability with respect thereto.

7. Late Charges. If Subtenant shall fail to pay any installment of Rent or any other sum payable under this Sublease within five (5) days after the date when such amount is due, Subtenant shall pay to Sublandlord (in addition to such installment of Rent or other sum, as the case may be) as a late charge, an amount equal to (i) six percent (6%) of the amount unpaid plus (ii) eight percent (8%) per annum (the “Interest Rate”) of the amount unpaid, computed from the due date of such payment to and including the date when such payment is actually made to Sublandlord; provided, however, that the total amount of such late charges shall not exceed the maximum late charge permitted by applicable law. The late charges for any month shall be paid to Sublandlord within ten (10) business days after receipt of written demand therefor. In the case of any uncured default in payment of any late charges by Subtenant, and in addition to all other remedies, Sublandlord shall have the same rights as provided in this Sublease (including the provisions incorporated by reference) for nonpayment of Rent. Nothing in this Paragraph, and no acceptance of late charges by Sublandlord, shall be deemed to extend or change the time for payment of Rent.

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Subordination to the Prime Lease; Prime Landlord’s Consent.

(a) This Sublease is subject and subordinate to the Prime Lease and to each exception, encumbrance, lien or other matter to which the Prime Lease is or shall be subordinate. In the event of lawful termination, re-entry or dispossession by Prime Landlord under the Prime Lease, Prime Landlord may take over all of the right, title and interest of Sublandlord, as Sublandlord under this Sublease, and Subtenant shall attorn to Prime Landlord pursuant to the then executory provisions of this Sublease, except that the Prime Landlord shall not be (i) liable for any previous act or omission of Sublandlord under this Sublease, (ii) subject to any counterclaim, offset or defense not expressly provided in this Sublease (which theretofore accrued to Subtenant against Sublandlord) or (iii) bound by any previous prepayment of more than one (1) month’s Rent.

(b) Sublandlord shall use reasonable efforts (but without any obligation to commence any litigation, or incur more than reasonable expenses) to deliver to Subtenant the written Consent of Prime Landlord to this Sublease. Subtenant shall use commercially reasonable good faith efforts to cooperate with Sublandlord in seeking the Consent, including, without limitation, supplying all information and documentation reasonably requested by Prime Landlord with respect to Subtenant. Sublandlord shall pay to Prime Landlord any fee imposed on Sublandlord by the Prime Lease or otherwise in connection therewith. If Sublandlord has not obtained Prime Landlord’s consent, upon terms and conditions acceptable to Sublandlord and Subtenant in the sole but reasonable judgment of each, within thirty (30) days after the date of Sublandlord’s execution of this Sublease, Sublandlord or Subtenant may terminate this Sublease by giving the other party ten (10) days’ prior written notice, in which case this Sublease shall terminate on the day following the last day of the ten (10)- day notice period (unless Prime Landlord’s consent is obtained during such ten (10)- day period, in which case this Sublease shall remain in full force and effect), all sums paid to Sublandlord by Subtenant shall be returned to Subtenant (without interest) and neither party shall have any further rights or liabilities hereunder.

Incorporation by Reference.

(a) Subject to the provisions of this Sublease, the terms and conditions of the Prime Lease (including, without limitation, the remedies thereunder) are hereby incorporated by this Sublease and made a part hereof with the same force and effect as if such terms and conditions were completely set forth herein, and as if the words “Landlord” and “Tenant”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean, respectively, Sublandlord and Subtenant under this Sublease, and as if the word “Premises”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean the Subleased Premises under this Sublease, and as if the word “Lease”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean this Sublease, and as if the word “Term”, or words or similar import, wherever the same appear in the Prime Lease, were construed to mean the Sublease Term under this Sublease. From and after the Sublease Commencement Date, Subtenant shall undertake to perform and observe all the terms, covenants and conditions of the tenant under the Prime Lease except for: (i) Sublandlord’s obligation to pay Rent and additional rent thereunder (so long as Subtenant pays all components of Rent pursuant to this Sublease); (ii) the following provisions of the Prime Lease which are not incorporated into this Sublease: Sections 2.1, 2.2, 2.3(a) and (b), 2.6, 3.1(a) and 3.1(b), 3.2, 16, 17.1 (except for purposes of sending notices to Prime Landlord), 17.11 and 17.15 of the Prime Lease; and (iii) those other terms, covenants and conditions which Sublandlord has expressly undertaken to perform or observe pursuant to the terms hereof. The time limits contained in the Prime Lease for the giving of notices, making of demands or performing any act, condition or covenant on the part of the tenant thereunder, or for

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the exercise by the tenant thereunder of any right (including any right to cure a default), remedy or option, are changed for the purposes of incorporation herein by shortening the same by five (5) days in each instance, unless such time limit is five (5) days or less, in which event such period shall be shortened by two (2) days (but in no event shall such time limit be shortened pursuant to this subsection to less than three (3) days), so that notices may be given, demands made, any act, condition or covenant performed, and any right, remedy or option hereunder exercised by Sublandlord within the time limit relating thereto contained in the Prime Lease. Notwithstanding anything to the contrary in this Sublease, if any of the express provisions of this Sublease shall conflict with any of the provisions of the Prime Lease incorporated herein by reference, as between Sublandlord and Subtenant, such conflict shall be resolved in every instance in favor of this Sublease; however, nothing contained in this Sublease shall be deemed, in any way, to modify any of the provisions of the Prime Lease.

(b) All capitalized words and phrases not otherwise defined or described in this Sublease shall have the meanings ascribed to them in the Prime Lease.

10.

Performance by Sublandlord.

(a) Subtenant shall not have any rights in respect of the Subleased Premises greater than Sublandlord’s rights under the Prime Lease with respect thereto. Subject to the provisions of Paragraph 10(b) below, notwithstanding anything to the contrary in this Sublease, Sublandlord shall have no liability to Subtenant by reason of any default of Prime Landlord (as to obligations of Sublandlord contained in this Sublease by the incorporation by reference of any provision of the Prime Lease), it being understood that if Sublandlord shall fail to fulfill any obligation of Prime Landlord hereunder and such failure is caused by the failure of Prime Landlord to comply with its obligations under the Prime Lease, then Sublandlord shall have no obligation or liability by reason of such failure. Subtenant expressly acknowledges that all of the services provided to the Building and the Subleased Premises are supplied by Prime Landlord, that Sublandlord has no control thereof and assumes no responsibility in connection therewith and that no such failure or interruption shall give rise to any (i) abatement, diminution or reduction of Subtenant’s obligations under this Sublease (except to the extent that Sublandlord is granted rent abatement under the Prime Lease), (ii) constructive eviction, whether in whole or in part, or (iii) liability on the part of Sublandlord, unless and to the extent such failure or interruption is directly attributable only to the negligence or willful misconduct of Sublandlord.

(b) Sublandlord shall not be required to make any payment or perform any obligation, and shall have no liability to Subtenant for any matter whatsoever, except for Sublandlord’s obligations:

(i)

to pay the Rent and additional rent due under the Prime Lease (provided Subtenant is not in default, beyond applicable notice and cure periods, in the payment of Rent payable under this Sublease);

(ii)

to use commercially reasonable good faith efforts, upon written request of Subtenant, to cause Prime Landlord to observe and perform its obligations under the Prime Lease with respect to the Subleased Premises (provided that Subtenant pays all costs incurred by Sublandlord in connection therewith) and provided that Sublandlord shall not be obligated to commence any litigation, except that Sublandlord shall commence any legal proceeding

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reasonably requested by Subtenant to enforce Sublandlord’s right to obtain performance (including the provision of services, maintenance and repairs) which Prime Landlord is obligated to provide with respect to the Subleased Premises under the Prime Lease if Subtenant (1) gives its prior written consent to each action to be taken by Sublandlord in connection therewith, (2) pays and advances Sublandlord’s reasonable costs in such proceeding (including, without limitation, the reasonable fees and disbursements of Sublandlord’s attorneys) and (3) indemnifies Sublandlord against all damages, liabilities, costs and expenses incurred by Sublandlord in connection with such proceeding, except to the extent arising out of the gross negligence or willful misconduct of Sublandlord, its agents, employees or contractors);

(iii)

provided that Subtenant is not in default under this Sublease beyond applicable notice and cure periods, not to take any action that would cause a default by Sublandlord as tenant under the Prime Lease. Sublandlord hereby represents and warrants for the benefit of Subtenant that, as of the date hereof, (i) the copy of the Prime Lease attached hereto as Exhibit A is a true and correct copy thereof and that no amendments or modifications have been executed by Sublandlord and Prime Landlord, and the Prime Lease is in full force and effect; (ii) Sublandlord has not received any notice of default from the Prime Landlord under the Prime Lease; and (iii) Sublandlord is in possession of the Subleased Premises. Sublandlord further agrees to pay all amounts of rent payable under the Prime Lease to Prime Landlord in accordance with the terms of the Prime Lease and otherwise perform its obligations under the Prime Lease except to the extent expressly agreed to be performed by Subtenant hereunder; and

(iv)

Sublandlord promptly shall provide Subtenant with copies of all notices, including notices of default, received by Sublandlord from Prime Landlord.

11. No Breach of the Prime Lease. Subtenant shall not do, or permit to be done, any act or thing which constitutes a breach or violation of any provision of the Prime Lease, whether or not such act or thing is permitted under the provisions of this Sublease.

12. Indemnification. Subtenant shall indemnify, defend and hold Sublandlord harmless from and against all third-party loss, cost, damage, expense and liability, including, without limitation, reasonable attorneys’ fees and disbursements, which Sublandlord may incur by reason of: (i) any accident, damage or

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injury to any person or property occurring in, on or about the Subleased Premises from and after the Sublease Commencement Date; (ii) any breach or default under this Sublease by Subtenant; (iii) any work done in or to the Subleased Premises, either by or on behalf of Subtenant after the Sublease Commencement Date; or (iv) any act, omission or negligence by Subtenant or any of its officers, employees, agents, customers, licensees or invitees, or any person claiming through or under Subtenant; provided, however, and notwithstanding anything to the contrary contained in this Section, Subtenant shall not be obligated to indemnify Sublandlord against any such loss, cost, damage, expense or liability to the extent caused by Sublandlord’s gross negligence or willful misconduct, or that of its agents, employees or contractors. Notwithstanding anything to the contrary contained in this Sublease or the Prime Lease, in no event shall either party be liable for any consequential damages incurred by the other (including, without limitation, any injury to a party’s business or loss of income or profit therefrom) in connection with this Sublease, the Subleased Premises or the Building or Project.

13. Condition of the Subleased Premises. Subtenant agrees to accept the Subleased Premises in its “as is” condition. Notwithstanding anything to the contrary contained in the foregoing, on the Sublease Commencement Date every system or item that is the obligation of Sublandlord to maintain and repair pursuant to Section 8.2(a) of the Prime Lease shall be in good working condition and repair, and if any system or item is not so delivered to Subtenant, Subtenant shall so notify Sublandlord and Sublandlord shall repair the item at no cost to Subtenant. If Subtenant notifies Sublandlord of a need for repair of any system or item that is the obligation of Prime Landlord to maintain and repair pursuant to Section 8.1 of the Prime Lease, Subtenant shall so notify Sublandlord and Sublandlord shall notify the Prime Landlord to initiate repairs to bring such condition into good working condition and repair. Sublandlord shall deliver the Subleased Premises to Subtenant in clean condition with the carpets professionally cleaned and walls patched and touch-up painted. Subtenant acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations in order to prepare the Subleased Premises for Subtenant’s occupancy. Subtenant’s taking possession of the Subleased Premises shall be conclusive evidence as against Subtenant that, subject to Sublandlord’s obligations set forth in this Paragraph, as of such date the Subleased Premises and the relevant portions of the Building were in the condition required by this Paragraph.

14. Access. Prime Landlord, Sublandlord or either’s agents shall have the right to enter the Subleased Premises at all reasonable times, upon giving Subtenant reasonable advance notice, to examine the Subleased Premises and/or to maintain and repair any improvements installed therein by or on behalf of Prime Landlord or Sublandlord (if Subtenant has failed to do so as may be required pursuant to this Sublease). Subtenant shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week.

15. Consents and Approvals. In any instance when Sublandlord’s consent or approval is required under this Sublease, Sublandlord’s refusal to consent to or approve any matter or thing shall be deemed reasonable if Prime Landlord’s consent also is required and Sublandlord has made a good faith effort to obtain the consent or approval to such matter or thing of Prime Landlord and such consent or approval was not obtained. If Subtenant shall seek the approval or consent by Sublandlord and Sublandlord shall fail or refuse to give such approval or consent, Subtenant’s sole remedy shall be an action for injunction or specific performance with respect thereto.

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16.

Assignment and Subletting.

(a) Subtenant shall not, by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest therein, or sub-sublet any portion of the Subleased Premises, without the prior written consent of Sublandlord (which shall not be unreasonably withheld or delayed) and Prime Landlord in each instance, and otherwise required in accordance with the provisions of Article 11 of the Prime Lease. To the extent the rentals or income derived from any sublease or assignment exceed the rentals due hereunder, one hundred percent (100%) of such excess rentals and income shall be paid to Sublandlord after Subtenant deducts its reasonable out of pocket costs incurred in connection with such sublease or assignment, including, without limitation, leasing commissions, leasehold improvements, costs and allowances and legal fees, to the extent the rent payable by the proposed transferee equals the rent being paid by Sublandlord under the Master Lease. Thereafter, any excess rentals and income shall be shared by the parties on a 50%/50% basis.

(b) If this Sublease shall be assigned or if the Subleased Premises or any portion thereof shall be sublet or occupied by any person(s) other than the original Subtenant named herein, then Sublandlord may collect rent from any such assignee, subtenant or occupant, and apply the net amounts collected to Rent payable pursuant to this Sublease, but no such assignment, occupancy or collection shall be deemed a waiver of any of the provisions of this Paragraph, an acceptance of the assignee, subtenant or occupant as subtenant hereunder, or a release of any person from the further performance by such person of the obligations of Subtenant under this Sublease. The consent by Sublandlord and Prime Landlord to any assignment, mortgage, pledge, encumbrance, transfer or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment, mortgage, pledge, encumbrance, transfer or subletting. No such assignment or subletting shall cause Subtenant to be released from its obligations under this Sublease unless expressly agreed to in writing by Sublandlord. Any proposed assignment or subletting shall be subject to the restrictions regarding assignment and subletting contained in the Prime Lease and the rights of Prime Landlord thereunder. For avoidance of doubt, the provisions of Section 11 of the Prime Lease regarding Permitted Transfers shall apply to any Permitted Transfer by Subtenant.

17. Insurance. Without limiting any of the provisions of the Prime Lease, Subtenant shall maintain throughout the Sublease Term, for the benefit of Sublandlord and Prime Landlord as additional insureds, such insurance as Sublandlord may be required to provide pursuant to the Prime Lease, provided that Subtenant shall not be required to provide any insurance with respect to any portion of the Subleased Premises other than the Subleased Premises. Certificates of all such polices shall be delivered to Sublandlord on or before the Sublease Commencement Date. All insurance required to be carried by Subtenant pursuant to this Sublease shall be effected under valid and enforceable polices issued by independent insurers permitted to do business in California reasonably acceptable to Sublandlord.

18. Alterations. Subtenant shall not make or cause or permit the making of, any alteration, addition, change, replacement, installation or addition in or to the Subleased Premises without obtaining the prior written consent of Sublandlord (which shall not be unreasonably withheld or delayed) and Prime Landlord thereto in each instance. Any permitted changes shall be made only in compliance with the Prime Lease. If, upon the expiration or earlier termination of this Sublease, Subtenant and Prime Landlord have not executed and delivered the Direct Lease, Subtenant shall surrender the Subleased Premises in the condition existing as of the Sublease Commencement Date, reasonable wear and tear, acts of God, casualty and condemnation excepted, and otherwise in accordance with the provisions of Section 8(c) of the Prime Lease. In the event that Subtenant and Prime Landlord have not

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executed and delivered the Prime Lease and Subtenant fails to restore the Subleased Premises as required by the immediately preceding sentence, Sublandlord, upon three (3) days’ written notice to Subtenant, may perform such restoration and all costs incurred by Sublandlord shall be reimbursed to Sublandlord by Subtenant, as additional rent, not later than twenty (20) days after receipt of Sublandlord’s written demand therefor. The provisions of this Paragraph shall survive the Sublease Expiration Date or earlier termination of this Sublease. Unless Subtenant and Prime Landlord have executed and delivered the Direct Lease, in no event shall Subtenant be obligated to remove any alterations, additions or improvements installed in the Subleased Premises by Sublandlord or any predecessor-in-interest prior to the earlier of the Delivery Date or the Sublease Commencement Date.

19. Right to Cure Subtenant’s Default. If Subtenant shall default in the observance or performance of any term or covenant of this Sublease on Subtenant’s part to be observed or performed, and if such default has not been cured following ten (10) days’ notice to Subtenant, then Sublandlord may, immediately or at any time thereafter, perform the same for the account of Subtenant. Notwithstanding the preceding provisions of this Paragraph, if: (i) such default cannot reasonably be cured within such ten (10) day period; and (ii) such default does not involve Subtenant’s failure to pay any amount to Sublandlord pursuant to this Sublease, then Sublandlord shall not be entitled to exercise its remedies pursuant to this Paragraph if Subtenant shall commence curing such default within such ten (10) day period and shall thereafter cure such default with reasonable diligence (not to exceed, in any event, sixty (60) days). If Sublandlord makes any expenditure or incurs any obligation for the payment of money in connection therewith (including, without limitation, attorneys’ fees and disbursements, in instituting, prosecuting or defending any action or proceeding), then such sums paid, or obligations incurred, with interest at the Interest Rate shall be deemed to be additional rent under this Sublease and shall be paid by Subtenant to Sublandlord within five (5) days after Sublandlord’s demand therefor.

20. Brokerage. Each party to this Sublease represents that it dealt with no broker or other person who had any part, or was instrumental in any way, in bringing about this Sublease, other than Colliers International, representing Sublandlord, and Cornish & Carey Commercial Newmark Knight Frank, representing Subtenant (the “Brokers”). Each party shall indemnify and hold harmless the other party from and against: (i) all claims made by any other broker or other person for a brokerage commission, finder’s fee or similar compensation, on behalf of the indemnifying party and by reason of or in connection with this Sublease; and (ii) all loss, cost, damage, expense or liability (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with such claims if such other broker or other person claims to have dealt with or otherwise through the indemnifying party. Sublandlord shall not be responsible for payment of a brokerage commission to Subtenant’s Broker.

21. Notices. All notices, consents, approvals, demands, requests and other communications (collectively, “Notices”) which are required or desired to be given by either party to the other hereunder must be in writing and shall be personally delivered or sent by Federal Express or comparable courier for delivery on the morning of the next business day, and with all delivery or transmission charges prepaid. Notices delivered in the manner provided herein shall be deemed to have been given when delivered or when receipt therefor has been refused. Until such time as Sublandlord shall designate otherwise, all Notices given to Sublandlord shall be addressed to Sublandlord at 1201 Charleston Rd, Mountain View, CA 94043, Attn: Facilities and Office of the General Counsel. All Notices given to Subtenant shall be addressed to Subtenant at 2029 Stierlin Court, Mountain View, California 94043, Attention: Legal Department. Sublandlord and

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Subtenant may from time to time change the names and/or addresses to which Notices given to such party shall be addressed and sent as aforesaid, by designating such other names and/or addresses in a notice given in accordance with the provisions of this Paragraph.

22. Waiver of Jury Trial and Right to Counterclaim. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either of them against the other on any matter arising out of or in any way connected with this Sublease, the relationship of Sublandlord and Subtenant, Subtenant’s use or occupancy of the Subleased Premises, any claim of injury or damage, or the enforcement of any remedy under any statute. If Sublandlord commences any summary proceeding for nonpayment of Rent required to be made under this Sublease, Subtenant will not interpose any counterclaim (except for mandatory or compulsory counterclaims) of any nature or description in any such proceeding.

23. No Waiver. The failure of Sublandlord or Subtenant to insist in any one or more cases upon the strict performance or observance of any obligation of the other party under this Sublease, or to exercise any right contained in this Sublease, shall not be construed as a waiver or relinquishment for the future of either any such obligation or any right of such party. Sublandlord’s or Subtenant’s receipt, and acceptance of performance, of any obligation by Sublandlord or Subtenant with the non-defaulting party’s knowledge of a breach by the defaulting party of any provision of this Sublease, shall not be deemed a waiver of such breach. No waiver by Sublandlord or Subtenant of any term, covenant or condition of this Sublease shall be deemed to have been made unless expressed in writing and signed by Sublandlord or Subtenant, as applicable.

24. Complete Agreement. There is no representation, agreement, arrangement or understanding, oral or written, between Sublandlord and Subtenant relating to the subject matter of this Sublease which is not fully expressed in this Sublease. This Sublease cannot be changed or terminated orally or in any manner other than by a written agreement executed by both parties.

25. Successors and Assigns. The provisions of this Sublease, except as herein otherwise specifically provided, shall extend to, bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. If Sublandlord assigns or transfers the leasehold estate under the Prime Lease, Sublandlord shall be entirely relieved and freed of all obligations under this Sublease from and after the date that such assignee or transferee agrees in writing to perform all of the obligations of Sublandlord hereunder from and after such date.

26. Interpretation. Irrespective of the place of execution of performance, this Sublease shall be governed by and construed in accordance with the laws of California applicable to agreements made and to be wholly performed within such venue. If any provision of this Sublease, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be invalid or unenforceable, then the remainder of this Sublease, and the application of that provision to the other persons or circumstances, shall not be affected but rather shall be enforced to the extent permitted by law. This Sublease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Sublease to be drafted. If any words or phrases in this Sublease shall have been stricken out or otherwise eliminated, it shall be deemed that such words or phrases were never included in this Sublease and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. Each covenant, agreement, obligation or other provision of this Sublease shall be deemed and construed as a

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separate and independent covenant of the party undertaking or making same (not dependent on any other provision of this Sublease unless otherwise expressly provided). All terms and words used in this Sublease, regardless of number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. The word “person” as used in this Sublease shall mean a natural person or persons, a partnership, a corporation or any other form of business or legal association or entity.

27. No Offer. Submission of this Sublease for examination or signature by Sublessee does not constitute a reservation of option for or option to sublease, and such submission is not effective as a sublease or otherwise until execution and delivery by both Sublessor and Sublessee, subject, however, to the provisions of Paragraph 8 above.

28. Authority. Each party to this Sublease represents that it is authorized to execute and to deliver the same and perform its obligations as set forth herein.

29. No Exercise of Option. Sublandlord acknowledges and agrees that Sublandlord shall not exercise any option to extend the term of the Prime Lease that it may have pursuant to Section 2.6 of the Prime Lease or otherwise. As between Sublandlord and Subtenant, if Prime Landlord and Subtenant have executed the Direct Lease, the Sublandlord will have no further obligations under the Prime Lease at the end of the existing Prime Lease term.

30. Amendment or Modification. Sublandlord and Prime Landlord shall not amend or modify the Prime Lease in any way so as to materially or adversely affect Subtenant or its interest hereunder, materially increase Subtenant’s obligations hereunder or materially restrict Subtenant’s rights hereunder, without the prior written consent of Subtenant, which may be withheld in Subtenant’s sole discretion.

31. Authorization to Direct Sublease Payments. Subtenant shall have the right to pay all rent and other sums owing by Subtenant to Sublandlord hereunder for those items which also arc owed by Sublandlord to Prime Landlord under this Sublease directly to Prime Landlord on the following terms and conditions: (i) Subtenant reasonably believes that Sublandlord is in default of its payment obligations to Prime Landlord under the Prime Lease and Sublandlord fails to provide adequate proof of payment within two (2) business days after Subtenant’s written demand requesting such proof; (ii) Subtenant shall not prepay any amounts owing by Subtenant without the consent of Sublandlord; (iii) Subtenant shall provide to Sublandlord concurrently with any payment to Prime Landlord reasonable evidence of such payment; and (iv) if Sublandlord notifies Subtenant that it disputes any amount demanded by Prime Landlord, Subtenant shall not make any such payment to Prime Landlord unless Prime Landlord has provided a three-day notice to pay such amount or forfeit the Prime Lease.

Any sums rightfully paid directly by Subtenant to Prime Landlord in accordance with this Paragraph shall be credited toward the amounts payable by Subtenant to Sublandlord under this Sublease. In the event Subtenant tenders payment directly to Prime Landlord in accordance with this Paragraph and Prime Landlord refuses to accept such payment, Subtenant shall have the right to deposit such funds in an account with a national bank for the benefit of Prime Landlord and Sublandlord, and the deposit of said funds in such account shall discharge Subtenant’s obligation under this Sublease to make the payment in question.

32. Signage. Subtenant shall be permitted to install the signage provided for pursuant to the Prime Lease, subject to Subtenant’s compliance with the provisions of the Master Lease applicable thereto.

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33. Hazardous Materials. Notwithstanding anything to the contrary contained in this Sublease or the Prime Lease, Subtenant, its agents, employees, contractors, officers, directors, shareholders, successors, sublessees or assigns shall not be responsible for, and Sublandlord shall indemnify, protect, defend and hold harmless Subtenant with respect to, any claim, remediation obligation, investigation obligation, removal obligation, monitoring obligation, liability, cause of action, penalty, attorneys’ fee, consultants’ cost, expense or damage owing or alleged to be owing with respect to any Hazardous Substance present on or about the Subleased Premises, the Building or the Project, or the soil, groundwater or surface water thereof, to the extent caused by Sublandlord, its agents, employees, contractors, sublessees, assignees or invitees. Notwithstanding anything to the contrary contained in this Sublease or the Prime Lease, Sublandlord, its agents, employees, contractors, officers, directors, shareholders, successors, sublessees or assigns shall not be responsible for, and Subtenant shall indemnify, protect, defend and hold harmless Sublandlord with respect to, any claim, remediation obligation, investigation obligation, removal obligation, monitoring obligation, liability, cause of action, penalty, attorneys’ fee, consultants’ cost, expense or damage owing or alleged to be owing with respect to any Hazardous Substance present on or about the Subleased Premises, the Building or the Project, or the soil, groundwater or surface water thereof, to the extent caused by Subtenant, its agents, employees, contractors, sublessees, assignees or invitees.

34. Termination of Sublease. If this Sublease is terminated solely as a result of a default by Sublandlord (which default is not caused by Subtenant) under the Prime Lease or this Sublease (including, without limitation, a default by Sublandlord under Paragraph 29 above), Sublandlord shall be in default under this Sublease and Subtenant shall be entitled to exercise any rights or remedies it may have at law or in equity with respect to such default. In addition, Sublandlord shall not voluntarily terminate the Prime Lease during the Sublease Term unless and until Prime Landlord has agreed in writing to continue this Sublease in full force and effect as a direct lease between Prime Landlord and Subtenant upon and subject to all of the terms, covenants and conditions of this Sublease for the balance of the Term hereof. If Prime Landlord so consents, Subtenant shall attorn to Prime Landlord in connection with any such voluntary termination and shall execute an attornment agreement in such form as may reasonably be requested by Prime Landlord; provided, however, that the attornment agreement does not materially adversely affect the use by Subtenant of the Premises in accordance with the terms of this Sublease, materially increase Subtenant’s obligations under this Sublease or materially decrease Subtenant’s rights under this Sublease.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this Sublease as of the date first above written.


Sublandlord:

OMNICELL, INC., a Delaware corporation

By:		/s/ Rob Seim
		Name:
		Title:

Subtenant:

LINKEDIN CORPORATION, a Delaware corporation

By:		/s/ Steve Sordello
		Name: Steve Sordello
		Title:Chief Financial Officer

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EXHIBIT A

THE PRIME LEASE

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EXHIBIT B

THE SUBLEASED PREMISES

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CONSENT OF MASTER LANDLORD TO SUBLEASE

AND CONDITIONAL RECOGNITION OF SUBLEASE


Master Landlord:		Britannia Hacienda VIII LLC, a Delaware limited liability company

Tenant:		Omnicell, Inc., a Delaware corporation

Subtenant:		LinkedIn Corporation, a Delaware corporation

Master Lease:		Lease dated June 29, 2007

Master Premises:		Approximately I 8,333 square feet of the first floor of the building located at 2025 Stierlin Court in the Britannia Shoreline, Technology Park, Mountain View, California

This CONSENT OF MASTER LANDLORD TO SUBLEASE AND CONDITIONAL RECOGNITION OF SUBLEASE (“Consent”), dated as of December , 2010, is made by and among Master Landlord, Tenant and Subtenant (as identified above) with reference to the following recitals:

RECITALS

A.	Master Landlord, as landlord, and Tenant, as tenant, are parties to the Master Lease (as identified above), covering premises which consist of or include the Master Premises (as identified above).

B.	Tenant, as sublandlord, and Subtenant, as subtenant, are parties to that certain Sublease dated as of January 4, 2011 (the “Sublease”) covering a the entire Master Premises as more particularly set forth in the Sublease (the “Sublease Premises”).

C.	Tenant and Subtenant have requested that Master Landlord grant its consent to the Sublease.

AGREEMENT

Master Landlord hereby grants its consent to the Sublease, subject to and upon the following express terms and conditions, to which Tenant and Subtenant hereby agree:

Tenant and Subtenant severally represent and warrant to Master Landlord that the copy of the Sublease previously provided by them to Master Landlord is a true, correct and complete copy of the Sublease (including all Exhibits), that the Sublease has not been modified or amended, that no other agreements exist between Tenant and Subtenant relating to the Sublease or the Sublease Premises, and that no consideration of any kind has been paid or is payable by Subtenant to Tenant in connection with the Sublease, other than as expressly disclosed in the Sublease.

This Consent shall not be effective, the Sublease shall not be valid, and Subtenant shall not take possession of the Sublease Premises unless and until (a) complete counterparts of this Consent and of the Sublease (including all Exhibits), fully executed by Tenant and Subtenant, have been delivered to Master Landlord, (b) to the extent required under Section 17.12 of the Master Lease, Tenant has paid or reimbursed Master Landlord’s costs and expenses (including reasonable attorneys’ fees) incurred in connection with the Sublease and this Consent, and (c) Master Landlord has executed this Consent.

The Sublease is and is intended to be subject and subordinate to the Master Lease and all of the covenants, agreements, terms, provisions and conditions contained in the Master Lease. Nothing contained in the Sublease may be construed to amend the Master Lease, and Master Landlord shall not be bound by, nor in any way estopped by, any of the provisions of the Sublease. However, nothing in this Consent is intended to modify, limit or impair any of the provisions of the Sublease as between Tenant and Subtenant. If there is a conflict between a provision in the Master Lease and a provision in the Sublease as to the rights of Master Landlord or the performance due to Master Landlord, except as expressly set forth in this Consent, the provision in the Master Lease shall prevail.

Without limiting any other provisions contained in this Consent, the Sublease (including, if applicable, any incorporation by reference of Master Lease provisions into the Sublease, with or without modification of such provisions for purposes of such incorporation by reference) and this Consent do not, and are not intended to, (a) modify, release, waive, impair or affect (i) any of the covenants, agreements, terms, provisions or conditions contained in the Master Lease, (ii) any of Tenant’s or Master Landlord’s obligations under the Master Lease, (iii) any of Master Landlord’s rights or remedies under the Master Lease, or (iv) any breach or default by Tenant or Master Landlord in the performance of its obligations under the Master Lease; (h) increase Master Landlord’s obligations or Tenant’s rights under the Master Lease; or (c) except as expressly set forth in this Consent, create any direct contractual or other relationship between Master Landlord and Subtenant, any direct obligation or liability of Master Landlord to Subtenant or any direct right or remedy of Subtenant against Master Landlord.

Notwithstanding the Sublease or this Consent, as between Master Landlord and Tenant, Tenant shall remain fully and primarily liable for the payment of all minimum and additional rental amounts due under the Master Lease and for the performance of all the obligations of Tenant under the Master Lease. Neither the Sublease nor this Consent shall release or discharge Tenant from any liability under the Master Lease.

The acceptance of minimum and additional rental amounts by Master Landlord from Subtenant or any third party shall not be deemed a waiver by Master Landlord of the obligation of Tenant to pay any other amounts then due or thereafter becoming due pursuant to or as provided in the Master Lease. The performance of any obligation required of Tenant under the Master Lease by Subtenant or any third party shall not be deemed a waiver by Master Landlord of the duty of Tenant to perform any other obligation as to which performance is then due under the Master Lease, or of the duty of Tenant to perform the same or any other obligation under the Master Lease in the future.

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Any act or omission by Subtenant or anyone claiming under or through Subtenant that violates any of the provisions of the Master Lease as such provisions relate to the Sublease Premises shall be deemed a violation of the Master Lease by Tenant, subject to any applicable notice and cure provisions under the Master Lease,

In the event of termination of the Master Lease as a result of an uncured default by Tenant under the Master Lease, or for any other reason other than due to Master Landlord’s exercise of any termination right Master Landlord has under the Master Lease due to casualty or condemnation (as described in the Master Lease), including, but not limited to, the exercise by Master Landlord or Tenant of an option or right to terminate the Master Lease pursuant to any provision in the Master Lease, by operation of law, by mutual agreement between Master Landlord and Tenant, or otherwise, then, as between Master Landlord and Subtenant, Subtenant’s tenancy shall continue as a direct lease between Master Landlord and Subtenant, without the necessity of executing a new lease, upon all of the terms, covenants and conditions as the Sublease, and Master Landlord shall undertake and perform the obligations of Tenant under the Sublease from the time of the exercise of such option to the date of expiration or earlier termination of the Sublease, but Master Landlord shall not (a) be liable for any prepayment of more than the then-current month’s minimum rent or for any security deposit paid by Subtenant (except to the extent, if any, that any such security deposit is actually transferred to Master Landlord by Tenant), (h) be liable for any previous act or omission of Tenant under the Master Lease or for any other default of Tenant under the Sublease, (c) be subject to any previously accrued defenses or offsets which Subtenant may have or claim against Tenant, (d) be bound by any changes or modifications made to the Sublease without the prior written consent of Master Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), (e) be liable to return to Subtenant any security or other deposit provided by Subtenant to Tenant under the Sublease, or (f) be subject to the terms of Section 33 of the Sublease.

If Tenant is in default of the Lease, after expiration of any applicable notice and cure periods, Tenant agrees that Master Landlord may require that all payments due from Subtenant under the Sublease be made directly to Master Landlord, in which case Tenant shall receive a credit against rent due under the Master Lease in the amount of any payments so received by Master Landlord (except to the extent any such payments represent amounts which Master Landlord would have been entitled to receive in any event as Master Landlord’s share of excess sublease consideration pursuant to the applicable terms of the Master Lease). Tenant irrevocably authorizes and directs Subtenant, on receipt of any written notice from Master Landlord stating that a monetary default (beyond applicable notice and cure periods) exists in the performance of Tenant’s obligations under the Master Lease, to pay to Master Landlord the rents and any other sums due and to become due under the Sublease. Tenant agrees that Subtenant has the right to rely on any such statement from Master Landlord, and that Subtenant may comply with any such notice and pay the required rents and other sums directly to Master Landlord without any obligation or right to inquire as to whether a default exists, and despite any notice or claim from Tenant to the contrary. Tenant will have no right or claim against Subtenant for any such rents or other sums paid by Subtenant to Master Landlord.

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10.

In consideration of Master Landlord’s consent to the Sublease, Subtenant shall indemnify, defend and hold Master Landlord and its members, partners, shareholders, officers, directors, agents, employees and contractors harmless from and against any and all liabilities, actions, claims, demands, damages, losses, judgments, costs and expenses, including (but not limited to) reasonable attorneys fees (collectively, “Liabilities”), arising out of or in connection with (a) any damage or injury occurring in the Sublease Premises from any cause whatsoever or (b) any acts or omissions of Subtenant or its agents or employees, except (in each instance) to the extent the applicable Liabilities are attributable to negligence or willful misconduct or omission by Master Landlord or its agents or employees. Master Landlord and its members, partners, shareholders, officers, directors, agents, employees and contractors shall not be liable for, and Subtenant hereby waives all claims against such persons for, damages to goods, wares and merchandise in or about the Sublease Premises, or for injuries to Subtenant or its agents or third persons in or about the Sublease Premises, from any cause whatsoever other than negligence or willful misconduct or omission by Master Landlord or its agents or employees. The provisions of this Paragraph 10 shall survive the termination of the Sublease.

11.

In addition to the insurance required to be carried by Tenant under the Master Lease (which Tenant shall continue to carry), Subtenant shall maintain throughout the term of the Sublease (a) liability insurance and (b) property insurance on Subtenant’s equipment, trade fixtures and personal property, all of which insurance shall meet the same requirements as the corresponding insurance required to he carried by Tenant under the Master Lease, including (to the extent applicable) naming as additional insureds Master Landlord and any related persons or entities required under the terms of the Master Lease to be designated as such additional insureds, and shall deliver proof of such insurance to Master Landlord as required under the Master Lease. Master Landlord shall have the same enforcement rights against Subtenant as it has against Tenant with respect to these requirements.

12.	Intentionally Omitted.

13.	Intentionally Omitted.

14.

As among Master Landlord, Tenant and Subtenant, Master Landlord shall not incur or be subject to any liability for any commissions, fees or costs of any broker, finder, agent or other person with respect to the Sublease, but as between Tenant and Subtenant, the applicable provisions of the Sublease regarding brokerage commissions shall control. Tenant and Subtenant shall each severally indemnify, defend and hold Master Landlord harmless from and against any and all liabilities, actions, claims, demands, damages, losses, judgments, costs and expenses, including (but not limited to) reasonable attorneys fees, arising out of or in connection with any claim for any such commissions, fees or costs by any such broker, finder, agent or other person in connection with the Sublease based on an alleged agreement or relationship of such claimant with the indemnifying party.

15.

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amendment or termination. If the Sublease contains a provision by which Tenant has agreed, for the benefit of Subtenant, that “tenant will not amend the Master Lease or agree to an early termination of the Master Lease without Subtenant’s consent, then Master Landlord has no responsibility for policing, enforcing or honoring that provision and expressly reserves the right to deal solely with Tenant regarding any proposed amendment to or termination of the Master Lease. Notwithstanding the foregoing provision, as between Master Landlord and Subtenant, Master Landlord shall not agree with Tenant to permit a voluntary termination of the Master Lease unless Master Landlord has agreed in writing to continue the Sublease in full force and effect as a direct lease between Master Landlord and Subtenant upon and subject to all of the terms, covenants and conditions of the Sublease for the balance of the Term thereof; provided, however, that the preceding portion of this sentence shall not apply, a “voluntary termination” shall not be deemed to have occurred, and the Sublease shall terminate concurrently with the termination of the Master Lease if either of the following circumstances exists at the time the termination of the Master Lease occurs, whether such termination of the Master Lease occurs by agreement or settlement or stipulation between Master Landlord and Tenant or otherwise: (i) Subtenant is in material default (beyond any applicable notice and cure periods) under the Sublease or under any then existing direct lease between Subtenant and Master Landlord covering premises located within the Britannia Shoreline Technology Park; or (ii) Subtenant is insolvent, has made a transfer in fraud of creditors or an assignment for the benefit of creditors, has admitted in writing its inability to pay its debts when due, has filed a voluntary petition in bankruptcy or any other petition seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation (collectively, a “Petition for Relief”), is the subject of an involuntary Petition for Relief filed against it by any creditor or other third party which Petition for Relief has remained undischarged for a period of more than thirty (30) days, or is the subject of a receivership, attachment, execution or other judicial seizure with respect to assets including its leasehold or sublease hold interest in the Master Premises or Sublease Premises, respectively.

16.

Irrespective of any agreement between Tenant and Subtenant relating to the condition of the Sublease Premises upon surrender, Tenant acknowledges that as between Tenant and Master Landlord, Tenant shall remain fully liable for the condition of the entire Master Premises in accordance with the provisions of the Master Lease.

17.

Master Landlord and Subtenant mutually agree that the waiver of subrogation contained in the Master Lease shall apply as between Master Landlord and Subtenant. In addition, Subtenant by its signature below agrees that to the extent any equipment, trade fixtures or personal property of Subtenant remains in or about the Sublease Premises at the expiration or earlier termination of the Master Lease, the terms of Section 8.2(c) of the Master Lease shall apply as between Master Landlord and Subtenant; provided, however that this sentence shall not apply if Master Landlord and Subtenant have executed and delivered an amendment to the direct lease between Master Landlord and Subtenant for the second floor of the building in which the Master Premises is located providing for Subtenant’s lease of the Master Premises immediately following the expiration of the Master Lease.

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18.	Without limiting any other provision contained in this Consent, and notwithstanding any provision to the contrary contained in the Sublease, except to the extent (if any) expressly set forth in this Consent, this Consent is not, and is not intended to be:

A consent to any alteration or work of improvement that Tenant and/or Subtenant may desire or intend to undertake in or about the Sublease Premises, or a waiver of any provision of the Master Lease relating to the condition or restoration of the Sublease Premises upon the expiration or earlier termination of the Master Lease. As between Master Landlord on the one hand and Tenant and/or Subtenant on the other hand, all such matters shall be governed by the appropriate provisions contained in the Master Lease, and any required approval by Master Landlord of any alterations or improvements proposed by or on behalf of Subtenant will be considered only upon receipt of a formal request accompanied by appropriate drawings and specifications and such other information as Master Landlord may reasonably request under the terms of the Master Lease.

A consent to, or a waiver of any right of Master Landlord to approve, any subsequent subletting, assignment or other similar transaction by Tenant or Subtenant. Without limiting the generality of the foregoing, Tenant and Subtenant hereby acknowledge and agree that Subtenant has no right to assign, mortgage, hypothecate, encumber or otherwise transfer the Sublease, the Sublease Premises or Subtenant’s interest in either of them, or to sublet the Sublease Premises or any part thereof, without Master Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed by Master Landlord.

A consent to, or a waiver of any right of Master Landlord to approve, any use of hazardous, radioactive or toxic materials in or about the Sublease Premises, except in compliance with all applicable requirements of the Master Lease and with Master Landlord’s express written consent (in response to a specific request) to the extent required under the Master Lease.

A consent to, or a waiver of any right of Master Landlord to approve, any signage proposed to be installed for the benefit of Subtenant on or about the Sublease Premises or Master Premises. Any required approval by Master Landlord of any signage proposed by or on behalf of Subtenant will be considered only upon receipt of a -formal request accompanied by appropriate drawings and specifications and such other information as Master Landlord may reasonably request under the terms of the Master Lease.

19.

All use of ‘parking spaces on the subject property by Subtenant pursuant to the Sublease shall he on a non-exclusive basis and shall be subject to all parking-related provisions in the Master Lease. Master Landlord is not hereby consenting to any designation or reservation of specific parking spaces on the subject property for use by Subtenant.

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20.	This Consent contains the entire agreement of the parties with respect to the subject matter hereof, and may not be modified or terminated except in writing signed by all the parties hereto.

21.	This Consent may be executed in one or more counterparts and by separate parties on separate counterparts, each of which counterparts shall constitute an original and all of which counterparts together shall constitute one and the same instrument.

22.

Notwithstanding anything to the contrary contained in the Sublease or the Master Lease, as between Master Landlord and Subtenant with respect to any financial information required by Master Landlord from Subtenant pursuant to the Sublease or this Consent, Master Landlord agrees to comply with the provisions of Section 17.11 of the direct lease, dated March 27, 2000, as amended, between Master Landlord and Subtenant for the premises located at 2029 Stierlin Court, Mountain View, California.

[rest of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, Master Landlord, Tenant and Subtenant have executed this Consent as of the date First set forth above.

Master Landlord:

BRITANNIA HACIENDA VIII LLC,

a Delaware limited liability company


By:		IICP Estates USA Inc.

By:		/s/ Jonathan M. Bergschneider
		Jonathan M. Bergschneider
		Senior Vice President


Tenant:		Subtenant:

OMNICELL, INC., a Delaware corporation		LINKEDIN CORPORATION, a Delaware corporation

By:	/s/ Rob Seim	By:	/s/ Steve Sordello 12/6/10

Name:	Rob Seim	Name:	Steve Sordello

Title:	CFO	Title:	CFO

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EX-10.16 21 dex1016.htm SUBLEASE BY AND BETWEEN LINKEDIN CORPORATION AND ACTEL CORPORATION Sublease by and between LinkedIn Corporation and Actel Corporation

Exhibit 10.16

SUBLEASE

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:

1. Recitals: This Sublease is made with reference to the fact that Britannia Hacienda VIII LLC (“Master Lessor”), successor-in-interest to CA-Shoreline Technology Park Limited Partnership, a Delaware limited partnership, as landlord, and Sublessor, as tenant, entered into that certain lease, dated as of February 27, 2003 (the “Master Lease”), with respect to premises consisting of approximately 158,352 square feet of space, located at 2051 Stierlin Court, Mountain View, California, commonly known as Shoreline Technology Park Building 8 (“Building 2051”), and 2061 Stierlin Court, Mountain View, California, commonly known as Shoreline Technology Park Building 9 (“Building 2061” and, together with Building 2051, the “Premises”). A copy of the Master Lease is attached hereto as Exhibit A.

Premises:

A. Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, a portion of Building 2051 consisting of approximately 44,930 rentable square feet of space principally located on the second floor of Building 2051 (hereinafter, the “Subleased Premises”). The Subleased Premises are more particularly described on Exhibit B attached hereto. The Subleased Premises shall include (i) the lobby area on the southeast side of the first floor of Building 2051 to be built by Sublessor as part of Sublessor’s Work (defined below) and the stairwell located in such lobby area, all as shown on Exhibit B attached hereto (“Sublessee’s Floor Lobby”), (ii) the stairwell located on the east side of Building 2051 as shown on Exhibit B and (iii) the stairwell located on the west side of Building 2051 as shown on Exhibit B (the “West Stairwell”). Sublessor and Sublessee hereby accept the rentable square footage of the Subleased Premises set forth in this Paragraph 2(A) as correct. Upon reasonable prior notice (except in the case of emergency), Sublessor shall have the right to access the Subleased Premises for purposes of performing its repair and maintenance obligations with respect to Building 2051 and, as required to gain access to the roof of Building 2051. Any such entry by Sublessor and Sublessor’s agents shall not impair Sublessee’s operations more than reasonably necessary and comply with Sublessee’s reasonable security measures (provided the same do not delay or unreasonably interfere with Sublessor’s access). Notwithstanding the foregoing, no prior notice to Sublessee shall be required if Sublessor requires access to the Subleased Premises solely for the purpose of gaining access to the roof of Building 2051, and, Sublessor shall have the right to such access twenty-four (24) hours per day, seven (7) days per week; provided, however, that Sublessor shall use reasonable efforts to provide prior notice of any such entry and shall notify Sublessor within two (2) business days after any such entry made after normal business hours without prior notice to Sublessee.

B. In connection with its use of the Subleased Premises, Sublessee shall also have the non-exclusive right, together with Sublessor and its agents, employees, contractors, invitees, subtenants and others, to use (i) the common corridor connecting to Sublessee’s is’ Floor Lobby as shown on Exhibit B for the purpose of accessing the elevators to the Subleased Premises on the second floor of Building 2051 and (ii) the common vestibule serving the West Stairwell as shown on Exhibit B for purposes of accessing the West Stairwell (the “Internal Common Areas”). Such use shall be subject to such reasonable rules and regulations as Sublessor shall establish from time to time. Except for the foregoing, Sublessee shall have no right to use, access or occupy any portion of the Premises, including, without limitation, the central atrium area and loading docks in Building 2051. Sublessor reserves the use of the exterior walls, the roof, the

loading docks and the area beneath and above the Subleased Premises, together with the right to install, maintain, use, and replace ducts, wires, conduits and pipes leading through the Subleased Premises in locations which will not materially interfere with Sublessee’s use of the Subleased Premises. Sublessee shall have no rights to use or access the solar panels located on Building 2051 and all electricity generated therefrom, together with all credits, offsets, tax benefits and other incentives derived therefrom, shall belong to and inure solely to the benefit of Sublessor.

C. No later than the Commencement Date (as defined in Paragraph 3.A, below), Sublessor, at Sublessor’s sole cost and expense, shall (i) separately demise and construct the Sublessee’s Floor Lobby, (ii) close-off access to the Building 2051 central atrium from the second floor; (iii) install an E-Mon D-Mon electrical meter to monitor electrical usage to the Subleased Premises and (iv) remove all of its furniture, fixtures and equipment, including its data cabling and the water filtration systems from the Subleased Premises (collectively, the “Sublessor’s Work”; items (i) through (iii) of the Sublessor’s Work shall sometimes be referred to collectively herein as the “Sublessor’s Construction Work”). The Sublessor’s Work shall be subject to Master Lessor’s approval of all plans and specifications therefor (to the extent required under the Master Lease) and constructed in accordance with the floor plan and specifications attached hereto as Exhibit C and in compliance with all applicable Laws (as defined in the Master Lease), in a good and workmanlike manner, free of defects and using new materials and equipment of good quality. Within five (5) business days after the date of Sublessor’s completion of the Sublessor’s Work, Sublessee shall have the right to submit a written “punch list” to Sublessor, setting forth any defective item of construction, and Sublessor shall promptly cause such items to be corrected. Sublessee’s acceptance of the Sublessor’s Work or the submission of a “punch list” with respect thereto shall not be deemed a waiver of Sublessee’s right to have latent defects in the Sublessor’s Construction Work that are identified by written notice to Sublessor delivered no later than eleven (11) months following the Commencement Date repaired at no cost to Sublessee. Provided Sublessee shall give notice to Sublessor of such latent defects within eleven (11) months following the Commencement Date, Sublessor shall cause the repair of such defect as soon as practicable. Upon the expiration or earlier termination of this Sublease, Sublessee shall not be obligated to remove the Sublessor’s Work,

Term:

A. Term. The term (the “Term”) of this Sublease shall be for the period commencing on the earlier to occur of (i) October 1, 2010 and (ii) the date upon which Sublessee commences business in the Subleased Premises (the “Commencement Date”) and ending on January 31, 2014 (the “Expiration Date”), unless this Sublease is sooner terminated pursuant to its terms or the Master Lease is sooner terminated pursuant to its terms.

B. Early Possession. Provided Master Lessor has consented to this Sublease as required under Paragraph 26 hereof, Sublessee shall be permitted early access to the Subleased Premises commencing on July 1, 2010 (“Delivery Date”) for the purposes of performing improvements permitted by this Sublease and otherwise preparing the Subleased Premises for occupancy. Such occupancy (i) shall be subject to all of the provisions of this Sublease, except for the obligation to pay Expenses and Taxes (as such terms are defined in the Master Lease), Sublessor and Master Expenses (as defined in Paragraph 4.B. below) and Base Rent (as defined in Paragraph 4.A. below) (provided that, without limiting the foregoing, Sublessee shall be required to pay for all utilities, after-hours charges and special services consumed or requested by Sublessee during such period); (ii) shall not unreasonably interfere with or delay completion of Sublessor’s Work; and (iii) shall not advance the Expiration Date of this Sublease. If, in Sublessor’s reasonable judgment, Sublessor determines that such access shall interfere with, hamper, delay or prevent Sublessor from proceeding with the completion of Sublessor’s Work, Sublessor may deny Sublessee early access hereunder for the period reasonably necessary to permit Sublessor to proceed with the completion of the Sublessor’s Work. Sublessee

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shall give Sublessor reasonable prior notice of its need for early access and shall comply with Sublessor’s reasonable security measures during such early access.

C. No Option to Extend. The parties hereby acknowledge that the expiration date of the Master Lease is January 31, 2014 and that Sublessee has no option to extend the Term of this Sublease. Notwithstanding the foregoing, Sublessor acknowledges that Sublessee may pursue negotiations with Master Lessor for a direct lease with Master Lessor permitting Sublessee to extend its occupancy of the Subleased Premises for a term commencing immediately after the Expiration Date. If Sublessee enters into such an agreement with Master Lessor and Master Lessor expressly releases Sublessor in writing from all of its surrender obligations under the Master Lease with respect to the Subleased Premises, then Sublessor agrees that Sublessee will be excused from its obligation to surrender possession of the Subleased Premises on the Expiration Date. Notwithstanding the foregoing, Sublessee agrees that no such agreement with the Master Lessor will result in the termination of Sublessor’s existing expansion or extension options with respect to the Premises under the Master Lease other than extinguishing such extension rights with respect to the Subleased Premises. The parties acknowledge and agree that Master Lessor has no obligation to negotiate with Sublessee for or agree to any direct lease with Sublessee or to excuse Sublessor’s surrender obligations as described above.

Rent:

A. Base Rent. Sublessee shall pay to Sublessor as base rent for the Subleased Premises for each month during the Term the amount of Fifty-Six Thousand One Hundred Sixty-Two and 50/100 Dollars ($56,162.50) per month (“Base Rent”). Base Rent and Additional Rent, as defined in Paragraph 4.13 below, shall be paid on or before the first (1st) day of each month. Base Rent and Additional Rent for any period during the Term hereof which is for less than one (1) month of the Term shall be a pro rata portion of the monthly installment based on a thirty (30) day month. Base Rent and Additional Rent shall be payable without notice or demand and without any deduction, offset, or abatement, in lawful money of the United States of America. Base Rent and Additional Rent shall be paid directly to Sublessor at 2061 Stierlin Court, Mountain View, California 94043-4655, Attention: Accounts Receivable, or such other address as may be designated in writing by Sublessor.

Sublessor and Master Expenses.

(i) Sublessor Expenses. In addition to Base Rent, Sublessee shall pay to Sublessor its pro rata share (“Building Pro Rata Share”), based on the ratio of the square footage of the Subleased Premises to the square footage of Building 2051 (48.70%), of all costs, expenses and disbursements of any kind paid or incurred by Sublessor for the maintenance and repair of Building 2051, including the Interior Common Areas, the parking and other exterior areas serving Building 2051 to the extent made the obligation of Sublessor pursuant to the Master Lease, the monument signage for Building 2051, the roof and the exterior of Building 2051 to the extent made the obligation of Sublessor pursuant to the Master Lease, any building systems that are the obligation of Sublessor to maintain and repair pursuant to the Master Lease, and for utilities for Building 2051 to the extent such utilities are not separately metered to the Subleased Premises (the “Sublessor Expenses”). Sublessor’s Expenses shall include Sublessor’s reasonable allocation to Building 2051 of expenses incurred for both Building 2051 and Building 2061. Notwithstanding the foregoing, in the event that Sublessor reasonably determines that an expense has been incurred entirely for the benefit of the Subleased Premises or that the Subleased Premises receive a non-proportional benefit from any expense, Sublessor may allocate all or a greater portion of such expense to Sublessee and the Subleased Premises. In addition, if Sublessor incurs an expense that benefits only the ground floor of Building 2051 or the ground floor receives a non-proportional benefit from any expense, then Sublessor shall allocate all or a greater portion of such expense to Sublessor and the ground floor of Building 2051.

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(ii) Master Expenses. In addition, Sublessee shall pay to Sublessor its pro rata share (“Premises Pro Rata Share”), based on the ratio of the square footage of the Subleased Premises to the square footage of the Premises (28.37%) of all other amounts payable by Sublessor under the Master Lease for operating or other expenses, including Expenses and Taxes described in Section IV of the Master Lease and insurance and elevator maintenance and repair (“Master Expenses”). Notwithstanding the foregoing, if the Premises are not fully occupied in any calendar year, Sublessor shall make an appropriate adjustment, in accordance with industry standards and sound management practices, of the Sublessor Expenses for such year to determine what such amounts would have been for such year if the Premises had been fully occupied, and the amounts so determined shall be deemed to be the amounts of Sublessor Expenses for such year. Sublessee shall pay the foregoing amounts within thirty (30) days after Sublessor’s delivery of an invoice therefor. Alternatively, Sublessor may from time to time require that Sublessee pay such amounts in advance in monthly installments reasonably estimated by Sublessor. Sublessor shall have the right to cause the Subleased Premises to be separately metered for electricity, and, in such event, Sublessee shall pay to Sublessor the cost of electricity consumption shown on such separate meter. Sublessee shall have the right (i) to request and review reasonable evidence supporting Sublessor’s imposition and calculation of the Sublessor Expenses, provided, that (a) Sublessee makes such request within sixty (60) days following receipt of an invoice for such Sublessor Expenses and (b) Sublessee is not in Default of this Sublease at the time it makes such request, and (ii) to copies of all documentation provided by Master Lessor to Sublessor with respect to the Master Expenses, but Sublessee’s obligation to timely pay such Sublessor Expenses or Master Expenses shall not be dependent upon Sublessee’s approval of such supporting evidence and documentation. In addition, to the extent that Sublessor achieves a reduction in Master Expenses by way of the exercise of its audit right or otherwise, as between Sublessor and Sublessee only, Sublessee shall be entitled to its prorata share of Master Expenses to the extent applicable to the Subleased Premises.

C. Additional Rent. In addition to Base Rent and Sublessor and Master Expenses, Sublessee shall also be responsible for the cost of any disproportionate use (as reasonably determined by Sublessor) of any electrical or other utilities in the Subleased Premises, after hours HVAC costs, and any other costs for additional services requested by Sublessee. All monies other than Base Rent required to be paid by Sublessee to Sublessor under this Sublease, including Sublessor and Master Expenses, shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that, except as set forth in this Sublease, Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the Master Lease as to the Subleased Premises or the Subleased Premises, such that Sublessor shall receive, as a net consideration for this Sublease, the Base Rent payable under Paragraph 4.A. hereof; provided, however, that in no event shall Sublessee be required to pay any costs due to penalties, violations of Law or other non-compliance with the terms of the Master Lease by Sublessor, and/or due to the gross negligence or willful misconduct of Sublessor, its agents, employees or contractors.

D. Payment of First Month’s Rent. Upon execution hereof by Sublessee, Sublessee shall pay to Sublessor the sum of Fifty-Six Thousand One Hundred Sixty-Two and 50/100 Dollars ($56,162.50), which shall constitute Base Rent for the first month of the Term.

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E. Janitorial, Garbage. Sublessee shall contract directly with its own service provider to provide janitorial services to the Subleased Premises and such janitorial services must comply with the specifications attached hereto as Exhibit E. Subject to the provisions of Paragraph 10 of this Sublease, for any period that Sublessee is providing its own janitorial services in compliance with this Paragraph 4.E, Sublessor shall not charge Sublessee, by way of Sublessor Expenses or otherwise, for such services for the Subleased Premises. Sublessee shall cause all of its trash to be disposed of in the dumpsters for Building 2051. Sublessor shall continue to contract for the emptying of such dumpsters, and the cost of such service shall be payable by Sublessee as a Sublessor Expense under this Sublease.

F. Capital Repairs, Replacements or Improvements. Notwithstanding anything to the contrary contained in this Sublease or the Master Lease, if Sublessor is required or permitted by Section 1X(A) of the Master Lease to perform an Amortizable Capital Improvement (as defined in Section IX(A) of the Master Lease), Sublessee shall only be obligated to pay Sublessee’s Building Pro Rata Share of the amortized cost of such capital improvement, amortized over the lesser of the Payback Period (as defined in Section IX(A) of the Master Lease) and the useful life of the capital improvements as reasonably determined by Master Lessor, until the earlier of the expiration of the Term of this Sublease or the useful life.

5. Late Charge: If Sublessee fails to pay to Sublessor any amount due hereunder on the due date therefor, Sublessee shall pay Sublessor, within five (5) days after receipt of written demand, an administrative fee in accordance with Section IV(A) of the Master Lease, as incorporated herein; provided, however that Sublessee shall be entitled to the two (2) grace periods provided by Section IV(A) of the Master Lease. In addition, Sublessee shall pay to Sublessor interest on all amounts due, at the rate determined in accordance with Section XX(E) of the Master Lease, as incorporated herein (the “Interest Rate”), from the due date to and including the date of the payment. The parties agree that the foregoing administrative fee represents a reasonable estimate of the cost and expense which Sublessor will incur in processing each delinquent payment. Sublessor’s acceptance of any interest or administrative fee shall not waive Sublessee’s default in failing to pay the delinquent amount.

6. Security Deposit: Upon execution hereof by Sublessee, Sublessee shall deposit with Sublessor the sum of Fifty-Six Thousand One Hundred Sixty-Two and 50/100 Dollars ($56,162.50) (the “Security Deposit”), in cash, as security for the performance by Sublessee of the terms and conditions of this Sublease. The Security Deposit shall be governed by the provisions of Section VI of the Master Lease, as incorporated herein.

7. Holdover: The parties hereby acknowledge that the expiration date of the Master Lease is January 31, 2014 and that it is therefore critical that Sublessee surrender the Subleased Premises to Sublessor no later than the Expiration Date in accordance with the terms of this Sublease. In the event that Sublessee does not surrender the Subleased Premises by the Expiration Date in accordance with Paragraph 20 hereof, subject, however, to the provisions of Section 3.C. above, Sublessee shall indemnify, defend, protect and hold harmless Sublessor from and against all loss and liability resulting from Sublessee’s delay in surrendering the Subleased Premises, including payment to Sublessor of holdover rent with respect to the entire Premises as provided in Section XXV of the Master Lease.

Repairs; As-Is:

A. On the Commencement Date Sublessor shall deliver the Subleased Premises to Sublessee in clean condition with the carpets professionally cleaned and walls patched and touch-up painted as necessary. On the Commencement Date the heating, ventilating and air conditioning systems, mechanical systems, life/safety and electrical systems serving the Subleased Premises and the exterior windows shall be in good working condition and repair. If, during the first thirty (30) days of the Term, Sublessee shall notify

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Sublessor in writing of any non-compliance with the foregoing warranty, then, except as otherwise provided in this Sublease, Sublessor shall rectify such non-compliance at no cost to Sublessee. In addition, to Sublessor’s actual knowledge, the roof, structural elements of Building 2051 and the foundation of Building 2051 are in good working condition and repair as of the date of this Sublease. The parties acknowledge and agree that, except as expressly set forth in this Sublease, Sublessee is subleasing the Subleased Premises on an “as is” basis, and that Sublessor has made no representations or warranties with respect to the condition of the Subleased Premises as of the Commencement Date, except as set forth in this Paragraph and in Paragraph 2.C. above. Except as set forth in this Sublease, either prior to or after the Delivery Date, Sublessor shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises, including, without limitation, any improvement or repair required to comply with any law, regulation, building code or ordinance (including the Americans with Disabilities Act of 1990).

B. Sublessor shall not be responsible for performance of any repairs required to be performed by Master Lessor under the terms of the Master Lease. Sublessee shall, at its own cost and expense and without any cost or expense to Sublessor, keep and maintain the Subleased Premises, and the equipment, fixtures, components of the building systems located within the Subleased Premises (including components located in the plenum space other than components that serve Sublessor’s premises), and any systems installed by or for Sublessee and any alterations or improvements in the Subleased Premises, in the condition required by this Sublease and in compliance with Laws and in accordance with Article IX of the Master Lease (as incorporated herein), subject to ordinary wear and tear, acts of God, casualty and condemnation. Sublessee shall maintain its own janitorial services contract for the Subleased Premises and perform all janitorial services required in the Subleased Premises. Except to the extent made necessary by the gross negligence or willful misconduct of Sublessor, its agents, employees or contractors, Sublessee shall promptly make all repairs, replacements and alterations necessary to maintain the Subleased in the condition required by this Sublease and in compliance with all Laws and to avoid any structural damage or injury to the Premises. For avoidance of doubt and except as set forth to the contrary in this Sublease, Sublessee shall not be required to perform any obligation imposed on “Tenant” as the “Sole Tenant” of the Building, and such obligations shall remain the responsibility of Sublessor; provided, however, that Sublessee shall pay for the costs thereof to the extent provided in Paragraph 4.B of this Sublease.

Indemnity:

A. Sublessee’s Indemnity. Except to the extent caused by the negligence or willful misconduct of Sublessor, its agents, employees, contractors or invitees, Sublessee shall indemnify, defend with counsel reasonably acceptable to Sublessor, protect and hold Sublessor harmless from and against any and all claims, liabilities, judgments, causes of action, damages, costs and expenses (including reasonable attorneys’ and experts’ fees), caused by or arising in connection with: (i) any damage or injury occurring in the Subleased Premises or elsewhere in or about the Premises suffered or caused by Sublessee, its agents, employees, contractors or invitees; (ii) the negligence or willful misconduct of Sublessee or its employees, contractors, agents or invitees; or (iii) a breach of Sublessee’s obligations under this Sublease or the provisions of the Master Lease. Sublessee’s indemnification of Sublessor shall survive the expiration or earlier termination of this Sublease.

B. Sublessor’s Indemnity. Except to the extent caused by the negligence or willful misconduct of Sublessee, its agents, employees, contractors or invitees, Sublessor shall indemnify Sublessee as set forth in Article XIV.B of the Master Lease, as incorporated herein. Sublessor’s indemnification of Sublessee shall survive the expiration or earlier termination of this Sublease.

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10. Right to Cure Defaults: If Sublessee fails to pay any sum of money under this Sublease, or fails to perform any other act on its part to be performed hereunder, then Sublessor may, but shall not be obligated to, after passage of any applicable notice and cure periods, make such payment or perform such act. All such sums paid, and all reasonable costs and expenses of performing any such act, shall be deemed Additional Rent payable by Sublessee to Sublessor within five (5) days after receipt of written demand, together with interest thereon at the Interest Rate from the date of the expenditure until repaid.

11. Assignment and Subletting: Sublessee may not assign this Sublease, sublet the Subleased Premises, transfer any interest of Sublessee therein or permit any use of the Subleased Premises by another party (collectively, “Transfer”), without the prior written consent of Sublessor, which shall not be unreasonably be withheld, conditioned or delayed, and Master Lessor. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. Sublessee acknowledges that the Master Lease contains a “recapture” right in Section XII(B), and that Sublessor may withhold consent to a proposed Transfer in its sole discretion unless Master Lessor confirms in writing that the recapture right does not apply to the Subleased Premises or otherwise waives such right. Sublessor’s waiver or consent to any assignment or subletting shall be ineffective unless set forth in writing, and Sublessee shall not be relieved from any of its obligations under this Sublease unless the consent expressly so provides. Sublessee shall have the right, if Sublessor notifies Sublessee that it is exercising its recapture right pursuant to Section XII(B) of the Master Lease, to notify Sublessor in writing that Sublessee is rescinding its request for consent to the Transfer within five (5) days after receipt of Sublessor’s exercise, in which case this Sublease shall remain unmodified and in full force and effect. Any Transfer shall be subject to the terms of Section XII of the Master Lease to the extent incorporated herein.

12.

Use:

A. Sublessee may use the Subleased Premises only for the uses identified in Section 1(K) of the Master Lease. Sublessee shall not use, store, transport or dispose of any Hazardous Material in or about the Subleased Premises. Without limiting the generality of the foregoing, Sublessee, at its sole cost, shall comply with all Environmental Laws. If Hazardous Materials used, generated, stored, released or disposed of by Sublessee, its agents, employees, contractors or invitees are discovered on or under the Subleased Premises, then Sublessee, at its sole expense, shall promptly take all action necessary to return the Subleased Premises to the condition existing prior to the appearance of the Hazardous Material. Sublessee shall indemnify, defend with counsel reasonably acceptable to Sublessor and hold Sublessor harmless from and against all claims, actions, suits, proceedings, judgments, losses, costs, personal injuries, damages, liabilities, deficiencies, fines, penalties, damages, attorneys’ fees, consultants’ fees, investigations, detoxifications, remediations, removals, and expenses of every type and nature, to the extent caused by the release, disposal, discharge or emission of Hazardous Materials on or about the Subleased Premises during the Term of this Sublease by Sublessee or its agents, contractors, invitees or employees.

B. Sublessee shall not do or permit anything to be done in or about the Subleased Premises which would (i) injure the Subleased Premises; or (ii) vibrate, shake, overload, or impair the efficient operation of the Subleased Premises or the sprinkler systems, heating, ventilating or air conditioning equipment, or utilities systems located therein or (iii) interfere with the use of the Building or the Project by any other occupant or cause any noise with may be heard outside of the Subleased Premises, Sublessee shall comply with all reasonable rules and regulations promulgated from time to time by Sublessor and Master Lessor.

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13. Effect of Conveyance: In the event of any assignment or transfer of the tenant’s interest under the Master Lease, which assignment or transfer may occur at any time during the Term hereof in Sublessor’s sole discretion, upon the assumption in writing by the transferee of the obligations of Sublessor under this Sublease, Sublessor shall be and hereby is entirely relieved of all covenants and obligations of Sublessor hereunder from and after the date of the assignment or transfer, and it shall be deemed and construed, without further agreement between the parties, that the transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Sublessor hereunder. Sublessor shall transfer and deliver any security of Sublessee to the transferee of the tenant’s interest under the Master Lease, and thereupon Sublessor shall be discharged from any further liability with respect thereto. Notwithstanding anything to the contrary herein, neither Sublessor nor Sublessee shall be liable under this Sublease for any consequential, indirect or punitive damages or any lost profit or opportunity costs or loss or interruption of business or income.

14. Delivery and Acceptance: If Sublessor fails to deliver possession of the Subleased Premises to Sublessee on or before the date set forth in Paragraph 3.A hereof for any reason whatsoever, then this Sublease shall not be void or voidable, nor shall Sublessor be liable to Sublessee for any loss or damage; provided, however, that in such event, Rent shall abate until Sublessor delivers possession of the Subleased Premises to Sublessee with the Sublessor’s Work substantially completed. By taking possession of the Subleased Premises, Sublessee conclusively shall be deemed to have accepted the Subleased Premises in their as-is, then-existing condition, without any warranty whatsoever of Sublessor with respect thereto except as set forth in this Sublease.

15. Improvements: No alteration or improvements shall be made to the Subleased Premises, except in accordance with the Master Lease, and with the prior written consent of both Master Lessor and Sublessor, which consent of Sublessor shall not be unreasonably withheld, conditioned or delayed. Sublessee acknowledges and agrees that Master Lessor may withhold its consent to any alterations or improvement (including Sublessee’s proposed conduit described below), subject to the standards and requirements set forth in the Master Lease, including, without limitation, submission and approval of plans, specifications and permits for such work. Without limiting the foregoing, Sublessee may not alter or replace the window coverings in the Subleased Premises without the prior written consent of both Master Lessor and Sublessor. [n no event shall Sublessee have any right to modify or add any components to the fire/life safety enunciator system in the Subleased Premises. In addition, if any alterations to the Subleased Premises include the removal of any cabinetry in the break rooms and coffee stations within the Subleased Premises, Sublessee shall remove such cabinetry in a manner which does not damage it and deliver such removed cabinetry to Sublessor for Sublessor’s use and ownership. All approved alterations shall be constructed in a good and workmanlike manner and in compliance with all applicable laws and the plans and specifications therefor approved by Sublessor (which approval shall not be unreasonably withheld, conditioned or delayed) and Master Lessor and any reasonable construction rules and regulations specified by Sublessor or Master Lessor and shall be performed in a manner that does not unreasonably interfere with Sublessor’s use and enjoyment of Building 2051 and the Project. Sublessor may condition its consent upon Sublessor’s receipt of security reasonably satisfactory to Sublessor for the restoration of the Subleased Premises and affirmation of Sublessee’s restoration obligations under this Sublease. All removal and restoration shall be completed by Sublessee prior to the Expiration Date or earlier termination of this Sublease. In the event that Sublessor and Master Lessor consent to any alterations, (a) Sublessee shall engage a vendor or vendors reasonably approved by Sublessor, (b) Sublessee shall provide Sublessor with such vendor(s)’ certificates of insurance prior to the commencement of any work and (c) and on or prior to the Expiration Date or the earlier termination of this Sublease, Sublessee shall remove all such alterations (unless Sublessee is not required to remove such alterations pursuant to the provisions of Article IX.C of the Master Lease, as incorporated herein), repair any damage caused by such removal, and restore the Subleased Premises to the condition in which they existed prior to the installation of such alteration. Sublessor shall not unreasonably withhold its consent to the installation of conduit between the Subleased Premises and Sublessee’s premises at 2029 Stierlin Court,

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provided, that (i) Master Lessor consents to such installation; (ii) Sublessee is not in default, beyond applicable notice and cure periods, of this Sublease; and (iii) such installation complies with the provisions of this Sublease and the Master Lease.

16. Release and Waiver of Subrogation: Sublessor and Sublessee hereby release each other from any damage to property or loss of any kind which is caused by or results from any risk insured against under any property insurance policy required to be carried by either party under this Sublease. Each party shall use commercially reasonable efforts to cause each insurance policy obtained by it to provide that the insurer waives all right of recovery against the other party and its agents and employees in connection with any damage or injury covered by the policy, and each party shall notify the other party if it is unable to obtain a waiver of subrogation. Sublessor shall not be liable to Sublessee, nor shall Sublessee be entitled to terminate this Sublease or to abate Rent for any reason, including, without limitation: (i) failure or interruption of any utility system or service; (ii) failure of Master Lessor to maintain the Subleased Premises as may be required under the Master Lease; or (iii) penetration of water into or onto any portion of the Subleased Premises. The obligations of Sublessor and Sublessee shall not constitute the personal obligations of the officers, directors, trustees, partners, joint venturers, members, owners, stockholders or other principals or representatives of the business entity.

17. Insurance: Sublessee shall obtain and keep in full force and effect with respect to the Subleased Premises, at Sublessee’s sole cost and expense, during the Term the insurance required under Section XV of the Master Lease. Sublessee shall name Master Lessor and Sublessor as additional insureds under its liability insurance policy. The release and waiver of subrogation set forth in Section XVI of the Master Lease, as incorporated herein, shall be binding on the parties.

18. Default: Sublessee shall be in material default of its obligations under this Sublease if any of the following events occur (each, a “Default”):

A. Sublessee fails to pay any Rent when due, when such failure continues for three (3) days after written notice from Sublessor to Sublessee that any such sum is due; or

B. Sublessee fails to perform any term, covenant or condition of this Sublease (except those requiring payment of Rent) and fails to cure such breach within seven (7) days after delivery of a written notice specifying the nature of the breach; provided, however, that if more than seven (7) days reasonably are required to remedy the failure, then Sublessee shall not be in default if Sublessee commences the cure within the seven (7) day period and thereafter completes the cure within thirty (30) days after the date of the notice; or

C. Sublessee makes a general assignment of its assets for the benefit of its creditors, including attachment of, execution on, or the appointment of a custodian or receiver with respect to a substantial part of Sublessee’s property or any property essential to the conduct of its business; or

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D. Sublessee abandons the Subleased Premises or ceases to conduct business in the Subleased Premises for more than seven (7) consecutive days in any thirty (30) day period while Sublessee is in default of any other obligation under this Sublease; or

E. A petition is tiled by or against Sublessee under the bankruptcy laws of the United States or any other debtors’ relief law or statute, unless such petition is dismissed within sixty (60) days after filing; or a court directs the winding up or liquidation of Sublessee; or a substantial part of Sublessee’s property or any property used in the conduct of its business is attached or executed upon and not released from the attachment or execution within sixty (60) days; or a custodian or receiver is appointed for a substantial part of Sublessee’s property or any property used in the conduct of its business and not discharged within sixty (60) days; or

F. Sublessee commits any other act or omission which constitutes an event of default under the Master Lease, which has not been cured after delivery of written notice and passage of the applicable grace period provided in the Master Lease as modified, if at all, by the provisions of this Sublease.

19. Remedies: In the event of any default by Sublessee, Sublessor shall have all remedies provided pursuant to Section XX of the Master Lease and by applicable Law. Sublessor may resort to its remedies cumulatively or in the alternative.

20. Surrender: Not later than the expiration of this Sublease, Sublessee shall remove all of its personal property, trade fixtures, cabling, alterations and improvements and shall surrender the Subleased Premises to Sublessor in good condition, free of Hazardous Materials caused by Sublessee and in the condition required by the Master Lease, reasonable wear and tear, acts of God, casualty, condemnation and alterations which Sublessee is permitted to surrender under this Sublease excepted. If the Subleased Premises are not so surrendered, then Sublessee shall be liable to Sublessor for all costs incurred by Sublessor in returning the Subleased Premises to the required condition, plus interest thereon at the Interest Rate. Notwithstanding anything to the contrary contained in this Sublease or the Master Lease, in no event shall Sublessee be obligated to remove any alterations, additions or improvements installed by or on behalf of Sublessor or any predecessor in interest of Sublessor prior to the Delivery Date.

21. Estoppel Certificates: Within seven (7) days after receipt of written demand by either party, the other party shall execute and deliver to the requesting party an estoppel certificate (i) certifying that this Sublease is unmodified and in full force and effect or, if modified, the nature of such modification; (ii) stating the date to which Rent and other charges are paid in advance; (iii) acknowledging, to the best of the responding party’s knowledge, that there are no uncured defaults on the part of the requesting party; and (iv) certifying such other information as may be reasonably required by the requesting party.

22. Broker: Sublessor and Sublessee each represent to the other that they have dealt with no real estate brokers, finders, agents or salesmen other than Cornish & Carey Commercial, representing Sublessee, in connection with this transaction. Each party agrees to hold the other party harmless from and against all claims for brokerage commissions, finder’s fees or other compensation made by any other agent, broker, salesman or finder as a consequence of such party’s actions or dealings with such agent, broker, salesman, or finder. Sublessor shall be responsible for payment of any brokerage commission due in connection with this Sublease pursuant to a separate written agreement.

23. Notices: Unless at least five (5) days’ prior written notice is given in the manner set forth in this paragraph, the address of each party for all purposes connected with this Sublease shall be that address set forth below their signatures at the end of this Sublease. All notices, demands or communications in connection with this Sublease shall be (a) personally delivered; or (b) properly addressed and (i) submitted to

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an overnight courier service, charges prepaid, or (ii) deposited in the mail (certified, return receipt requested, and postage prepaid). Notices shall be deemed delivered upon receipt, if personally delivered, one (1) business day after being submitted to an overnight courier service and three (3) business days after mailing, if mailed as set forth above. All notices given to Master Lessor under the Master Lease shall be considered received only when delivered in accordance with the Master Lease.

24. Attorneys’ Fees: If either party brings any action or legal proceeding with respect to this Sublease, the prevailing party shall be entitled to recover reasonable attorneys’ fees, experts’ fees, and court costs. If either party becomes the subject of any bankruptcy or insolvency proceeding, then the other party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs incurred by that party in protecting its rights hereunder and in obtaining any other relief as a consequence of such proceeding.

25.

Other Sublease Terms:

A. Incorporation By Reference. Except as set forth below, the terms and conditions of this Sublease shall include all of the terms of the Master Lease and such terms are incorporated into this Sublease as if fully set forth herein, except that: (i) each reference in such incorporated sections to “Lease” shall be deemed a reference to “Sublease”; (ii) each reference to the “Premises” shall be deemed a reference to the “Subleased Premises”; (iii) each reference to “Landlord” and “Tenant” shall be deemed a reference to “Sublessor” and “Sublessee”, respectively, except as otherwise expressly set forth herein; (iv) with respect to work, services, repairs, restoration, insurance, indemnities, representations, warranties or the performance of any other obligation of Master Lessor under the Master Lease, the sole obligation of Sublessor shall be to request the same in writing from Master Lessor as and when requested to do so by Sublessee, and to use Sublessor’s diligent good faith efforts (without requiring Sublessor to spend more than a nominal sum) to obtain Master Lessor’s performance; (v) with respect to any obligation of Sublessee to be performed under this Sublease, wherever the Master Lease grants to Sublessor a specified number of days to perform its obligations under the Master Lease, except as otherwise provided herein, Sublessee shall have three (3) fewer days to perform the obligation, including, without limitation, curing any defaults, provided, however, that in no event shall Sublessee have fewer than two (2) business days to perform; (vi) with respect to any approval required to be obtained from the “Landlord” under the Master Lease, such consent must be obtained from both Master Lessor and Sublessor, and the approval of Sublessor may be withheld if Master Lessor’s consent is not obtained; (vii) in any case where the “Landlord” reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areas beneath, above or adjacent thereto, such reservation or grant of right of entry shall be deemed to be for the benefit of both Master Lessor and Sublessor; (viii) in any case where “Tenant” is to indemnify, release or waive claims against “Landlord”, such indemnity, release or waiver shall be deemed to run from Sublessee to both Master Lessor and Sublessor; (ix) in any case where “Tenant” is to execute and deliver certain documents or notices to “Landlord”, such obligation shall be deemed to run from Sublessee to both Master Lessor and Sublessor; (x) all payments shall be made to Sublessor; (xi) Sublessee shall pay all consent and review fees set forth in the Master Lease (except for those required in connection with the execution of this Sublease) to both Master Lessor and Sublessor; (xii) Sublessee shall not have the right to terminate this Sublease or abate Rent due to casualty, condemnation or Service Failure unless Sublessor has such right and elects such right under the Master Lease and Sublessee shall not have the right to elect to continue the Master Lease, deliver an Election Notice and submit Restoration Funds as provided in Article XVII of the Master Lease without Sublessor’s prior written consent, which may be withheld in Sublessor’s sole discretion; and (xiii) the following modifications shall be made to the Master Lease as incorporated herein:

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(a) the following provisions of the Master Lease shall not be incorporated herein: Sections 1(C) (the first 3 sentences only), 1(D) through I(.1), I(L), I(N), I(T), III(A), III(B) (except the first 2 sentences and the last sentence), III(C), IV(E), (V) (second paragraph only), VI (except the first paragraph), IX(A) (except the first sentence through clause (7), IX(B) (the fourth sentence of the second grammatical paragraph only), XII(A) (4th and 5th sentences only), XII(B) (clause (b) of the 2nd sentence only), (XII(C) (references to “Vacancy Costs” only), XII(D) (last 4 sentences only), XII(F), XV(last 3 sentences only), XXIV and XXIX (2nd through 5th’ sentences only), and Exhibit A, Exhibit D, Exhibit E (Sections I and II, clauses E and G of Section IV and Sections V, VI, VII, IX and X only), Exhibit F (the first 2 sentences of Section 2 only), Exhibit G and Exhibit H;

(b) references in the following provisions to “Landlord” shall mean Master Lessor only: Sections l(R), I(S), IV(C), IV(D), VII(A), (IX(B), IX(C) (fifth sentence and last paragraph only), XVII, XVIII, XXI, XXVI, XXIX (2nd sentence only) and XXXI(F) (2nd paragraph only);

(c) references in the following provisions to “Landlord” shall mean Master Lessor and Sublessor: Sections VII(B) and XXIX (last 4 sentences only);

(d) references in the following provisions to “Tenant” shall mean Sublessor only: Sections VII(A) and X(A) (last sentence only);

(e) references to the word “Building” (singular) shall mean Building 2051;

(f) Sublessee acknowledges that the provisions of Section IX(C) establishing limit’s on “Landlord’s” rights to require a lien and completion bond in connection with an Alteration apply with respect to Master Lessor and Sublessor only, and, no such limits shall be applicable with respect to an Alteration performed by Sublessee, provided, however, that no bond shall be required by Sublessor if the cost of the Alteration is less than $100,000.00;

(g) notwithstanding the provisions of Section XII(C) of the Master Lease, as incorporated herein, (i) all consideration for a Transfer by Sublessee of the Subleased Premises or this Sublease in excess of the Rent payable under this Sublease (“Profit”) shall be paid 100% to Sublessor until the total Rent payable under this Sublease together with such payment of Profit equals the amount of monthly Rent payable by Sublessor to Master Lessor under the Master Lease (“Sublessor’s Rent”), and, thereafter, 50% of any Profit received by Sublessee shall be paid to Sublessor and 50% of such Profit may be retained by Sublessee until the aggregate amount of Sublessee’s payments of Rent and Profit fall below the Sublessor’s Rent (provided, however, that Sublessee shall be entitled to deduct from such Profit the costs of improvements made or paid for by Sublessee for such transferee, brokerage commissions and legal fees); and

(h) Notwithstanding anything to the contrary in Section III of Exhibit E, as incorporated herein, Sublessee’s signage rights shall be limited to fifty percent (50%) of the monument sign serving Building 2051 (subject to Master Lessor’s consent as to any such monument signage to the extent required under the Master Lease).

B. Assumption of Obligations. This Sublease is and at all times shall be subject and subordinate to the Master Lease and the rights of Master Lessor thereunder. Sublessee hereby expressly assumes and agrees: (i) to comply with all provisions of the Master Lease which are incorporated hereunder; and (ii) to perform all the obligations on the part of the “Tenant” to be performed under the terms of the Master Lease during the Term of this Sublease which are incorporated hereunder. In the event the Master Lease is terminated for any reason whatsoever, this Sublease shall terminate simultaneously with such termination, which termination shall be without any liability of Sublessor to Sublessee unless such

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termination constitutes a breach of this Sublease by Sublessor. In the event of a conflict between the provisions of this Sublease and the Master Lease, as between Sublessor and Sublessee, the provisions of this Sublease shall control. In the event of a conflict between the express provisions of this Sublease and the provisions of the Master Lease, as incorporated herein, the express provisions of this Sublease shall prevail.

C. Sublessor’s Obligations. Sublessor agrees to pay all amounts of Rent payable under the Master Lease to Master Lessor in accordance with the terms of the Master Lease and otherwise perform its obligations under the Master Lease except to the extent expressly made the obligation of Sublessee pursuant to the terms hereof. As between Sublessor and Sublessee, Sublessee shall have no obligation to (i) cure any default of any party under the Master Lease except to the extent resulting solely from Sublessee’s default under this Sublease or, to the extent incorporated herein, the Master Lease; (ii) perform any obligation of any party under the Master Lease or the Master Sublease which arose prior to the Commencement Date; (iii) repair any damage to the Subleased Premises caused by Sublessor; or (iv) indemnify Sublessor to the extent of any negligence or willful misconduct of Sublessor, its agents, employees, contractors or invitees.

26. Conditions Precedent: This Sublease and Sublessor’s and Sublessee’s obligations hereunder are conditioned upon having obtained the written consent of the Master Lessor in the form attached hereto as Exhibit D (“Master Lessor’s Consent”). if Master Lessor, Sublessee and Sublessor have not executed and delivered the Master Lessor Consent within ten (10) business days after the date of Sublessor’s execution of this Sublease, Sublessor or Sublessee may terminate this Sublease by giving the other party written notice, in which case this Sublease shall terminate and neither party shall have any further rights or obligations hereunder and Sublessor shall return to Sublessee the Security Deposit and prepaid Base Rent.

27. Authority to Execute: Sublessee and Sublessor each represent and warrant to the other that each person executing this Sublease on behalf of each party is duly authorized to execute and deliver this Sublease on behalf of that party.

28. Termination; Recapture: Notwithstanding anything to the contrary herein, Sublessee acknowledges that, under the Master Lease, both Master Lessor and Sublessor have certain termination and recapture rights as set forth in Sections XII (“Assignment and Subletting”), XVII (“Casualty Damage”), XVIII (“Condemnation”) and XX (“Remedies”), Nothing herein shall prohibit Master Lessor or Sublessor from exercising any of the foregoing rights and neither Master Lessor nor Sublessor shall have any liability to Sublessee as a result thereof. In the event Master Lessor or Sublessor exercise any such termination or recapture rights, this Sublease shall terminate without any liability to Master Lessor or Sublessor. In addition, except in the event of Casualty Damage or Condemnation, Sublessor shall not voluntarily terminate the Master Lease during the Term unless and until Master Lessor has agreed in writing to continue this Sublease in full force and effect as a direct lease between Master Lessor and Sublessee upon and subject to all of the terms, covenants and conditions of this Sublease for the balance of the Term hereof. If Master Lessor so consents, Sublessee shall attorn to Master Lessor in connection with any such voluntary termination and shall execute an attornment agreement in such form as may reasonably be requested by Master Lessor; provided, however, that the attornment agreement does not materially adversely affect the use by Sublessee of the Subleased Premises in accordance with the terms of this Sublease, materially increase Sublessee’s obligations under this Sublease or materially decrease Sublessee’s rights under this Sublease. The parties acknowledge and agree that Master Lessor has no obligation to agree to any direct lease with Sublessee or accept attornment from Sublessee as provided above.

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29.

INTENTIONALLY OMITTED.

30. Parking. Subject to the terms of the Master Lease, as incorporated herein, Sublessee shall have the non-exclusive right to use up to 166 unreserved parking spaces in the parking lot serving Building 2051. Sublessee acknowledges receipt of and agrees to adhere to the parking rules set forth in Exhibit F of the Master Lease, as incorporated herein, and, without limiting the foregoing, Sublessee agrees that no overnight parking shall be permitted without Sublessor’s prior written consent.

31. Performance of Master Lessor’s Obligations. If Master Lessor defaults in the performance of any of its non-structural repair and maintenance obligations to the Subleased Premises and such default creates a risk of imminent injury to person or substantial property damage or unreasonably and materially interferes with Sublessee’s ability to conduct its business at the Subleased Premises and Master Lessor fails to cure such default within the time periods set forth in Article XXIV of the Master Lease, Sublessee shall notify Sublessor in writing and Sublessor shall exercise, on behalf of Sublessee and at Sublessee’s cost (unless Master Lessor’s default affects the Premises also, in which case Sublessee shall pay for its share of the costs thereof to the extent provided in Paragraph 4.8 of this Sublease), the cure rights set forth in Article XXIV of the Master Lease,

32. Amendment or Modification. Sublessor shall not amend or modify the Master Lease in any way so as to materially and adversely affect Sublessee’s access to or use of the Subleased Premises or its interest hereunder, materially increase Sublessee’s obligations hereunder or materially restrict Sublessee’s rights hereunder, without the prior written consent of Sublessee, which may be withheld in Sublessee’s sole discretion.

33. Quiet Enjoyment; Right to Cure. As between Sublessor and Sublessee, Sublessee shall peacefully have, hold and enjoy the Subleased Premises, subject to the terms and conditions of this Sublease, provided that Sublessee pays all Rent and performs all of Sublessee’s covenants and agreements contained therein. In the event, however, that Sublessor defaults in the performance or observance of any of Sublessor’s obligations under the Master Lease that are not made the obligations of Sublessee under this Sublease, or fails to perform Sublessor’s stated obligations under this Sublease, then Sublessee shall give Sublessor notice specifying in what manner Sublessor has defaulted, and if such default shall not be cured by Sublessor within thirty (30) days thereafter (except that if such default cannot be cured within said thirty (30)-day period, this period shall be extended for an additional reasonable time, provided that Sublessor commences to cure such default within such thirty (30)-day period and proceeds diligently thereafter to effect such cure), then in addition, as between Sublessor and Sublessee, Sublessee shall be entitled, at Sublessee’s option, to cure such default and promptly collect from Sublessor Sublessee’s reasonable expenses in so doing (including, without limitation, reasonable attorneys’ fees and court costs).

34. Representations and Warranties. Sublessor hereby represents to Sublessee that (i) the Master Lease is in full force and effect, Sublessor has provided to Sublessee a true and correct copy thereof, and to Sublessor’s current, actual knowledge, Sublessor has not received any written notice of any current default or event of default by either Master Lessor or Sublessor; (ii) to Sublessor’s current, actual knowledge, Sublessor has not received any written notice of any pending or threatened actions, suits or proceedings before any court or administrative agency against Sublessor or against Master Lessor or third parties which could, in the aggregate, adversely affect the Subleased Premises or any part thereof; and (iii) to Sublessor’s current, actual knowledge, Sublessor has not received any written notice of any pending or threatened condemnation or similar proceeding affecting the Premises or any portion thereof, and Sublessor has no knowledge that any such action currently is contemplated,

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35. Access. During the Term of this Sublease, Sublessee shall have the right to access the Sublet Premises twenty-four hours per day, seven (7) days a week.

36. Condemnation. Notwithstanding anything to the contrary contained in this Sublease or the Master Lease, Sublessor and Sublessee agree that in the event of a partial condemnation where this Sublease is not terminated as a result thereof, Sublessee’s Base Rent and pro rata share of Sublessor and Master Expenses payable hereunder shall be adjusted to the proportion that the rentable area of the Subleased Premises after the partial condemnation bears to the rentable area of Building 2051 after the partial condemnation.

37. Hazardous Materials. To the extent that Sublessor is relieved of liability with respect to Hazardous Materials as a result of Master Lessor’s indemnity set forth in Section IV.E of Exhibit E to the Master Lease, Sublessor shall not make claim against Sublessee with respect to such liability unless caused by the acts or omissions of Sublessee or its agents, employees, contractors, subtenants, licensees or invitees.

38. Access to Building Equipment Rooms. Sublessor shall not unreasonably withhold its consent to a request by Sublessee to enter any building telephone, electrical and equipment rooms located outside the Subleased Premises if such access is reasonably necessary for Sublessee’s use of the Subleased Premises and Sublessee complies with Sublessor’s reasonable security measures and is accompanied by one of Sublessor’s agents or employees and such access will not materially interfere with Sublessor’s use of the building.

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IN WITNESS WHEREOF, the parties have executed this Sublease as of the day and year first above written.


SUBLESSEE:		SUBLESSOR:

LINKEDIN CORPORATION, a Delaware corporation		ACTEL CORPORATION, a California corporation

By:	/s/ Steve Sordello	By:	/s/ Maurice Carson

Name:	Steve Sordello	Name:	Maurice Carson

Its:	Chief Financial Officer	Its:	CFO

Address:		Address:
LinkedIn Corporation		Actel Corporation
2029 Stierlin Court		2061 Stierlin Court
Mountain View, CA 94043		Mountain View, CA 94043-4655
Attn: Legal Department		Attn: Sr. Procurement and Facility Manager

		with a copy to:
		Actel Corporation
		2061 Stierlin Court
		Mountain View, CA 94043-4655
		Attn: General Counsel

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EXHIBIT A

MASTER LEASE

[See attached]

LOGO

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Exhibit C

SUBLESSOR’S CONSTRUCTION WORK

1.	Build out Secondary Lobby in south east corner of ft Floor:

Demolish existing walls, electrical, lighting, fire protection and finishes as required for new Lobby.

Provide new one hour rated full height walls per new Lobby layout.

Modify lighting, fire protection and fire/life safety system as required to accommodate new Lobby layout.

Provide standard finishes in new Lobby (wall paint, exposed 2nd floor structure paint, VCT flooring, etc.)

Provide new pair of doors in corridor near 1st Floor column line 10/E to separate Actel Floor space from common elevator access space.

Remove/modify access control systems as required at new Lobby and Stair #2. Note: New Lobby to be open to 2°6 Floor structure above (no new ceiling to provided). Open structure will be finished out to match existing adjacent open space.

2.	Close off 2nd Floor access to center stair #3

Provide new storefront glazing infill at 2nd Floor stair opening to match existing.

Modify exit signage and fire /life safety system as required.

Patch finishes as required.

3.	2nd Floor Occupancy

Disconnect power to all cubicle partitions. Power to be removed back to nearest junction box and labeled.

Remove all cubicle partitions furniture and all equipment.

Remove all voice / data cabling and equipment.

Modify HVAC and Lighting controls to segregate 1st and 2nd Floors.

Remove all Actel specific security devices (including cameras, card readers, door locks etc.)

Remove all Actel branding, signage, artwork, access control, etc. throughout 2nd Floor.

Patch and repair all walls and finishes and touch-up paint as required to restore 2nd Floor to “good condition”.

Shampoo all carpet areas and provide ‘final cleaning’ of entire floor.

CONSENT OF MASTER LANDLORD TO SUBLEASE


Master Landlord:		Britannia Hacienda VIII LLC, a Delaware limited liability company, as successor-in-interest to CA-Shoreline Technology Park Limited Partnership, a Delaware limited partnership

Tenant:		Actel Corporation, a California corporation

Subtenant:		LinkedIn Corporation, a Delaware corporation

Master Lease:		Lease dated February 27, 2003

Master Premises:		The two Buildings located at 2051 Stierlin Court (“Building 2051”) and 2061 Stierlin Court (“Building 2061”) in the Britannia Shoreline Technology Park, Mountain View, California

This CONSENT OF MASTER LANDLORD TO SUBLEASE (“Consent”), dated as of February , 2010, is made by and among Master Landlord, Tenant and Subtenant (as identified above) with reference to the following recitals:

RECITALS

A.	Master Landlord, as landlord, and Tenant, as tenant, are parties to the Master Lease (as identified above), covering premises which consist of or include the Master Premises (as identified above).

Tenant, as sublandlord, and Subtenant, as subtenant, are parties to that certain Sublease dated as of February 18, 2010 (the “Sublease”) covering a portion of the Master Premises containing approximately 44,930 square feet of space comprising the second floor of Building 2051, as more particularly set forth in the Sublease (the “Sublease Premises”).

C.	Tenant and Subtenant have requested that Master Landlord grant its consent to the Sublease.

AGREEMENT

Master Landlord hereby grants its consent to the Sublease, subject to and upon the following express terms and conditions, to which Tenant and Subtenant hereby agree:

or reimbursed Master Landlord’s costs and expenses (including reasonable attorneys’ fees, but such costs and expenses shall not exceed $3,000.00) incurred in connection with the Sublease and this Consent, and (c) Master Landlord has executed this Consent.

Without limiting any other provisions contained in this Consent, the Sublease (including, if applicable, any incorporation by reference of Master Lease provisions into the Sublease, with or without modification of such provisions for purposes of such incorporation by reference) and this Consent do not, and are not intended to, (a) modify, release, waive, impair or affect (i) any of the covenants, agreements, terms, provisions or conditions contained in the Master Lease, (ii) any of Tenant’s obligations under the Master Lease, (iii) any of Master Landlord’s rights or remedies under the Master Lease, or (iv) any breach or default by Tenant in the performance of its obligations under the Master Lease; (b) increase Master Landlord’s obligations or Tenant’s rights under the Master Lease; or (c) except as expressly set forth in this Consent, create any direct contractual or other relationship between Master Landlord and Subtenant, any direct obligation or liability of Master Landlord to Subtenant or any direct right or remedy of Subtenant against Master Landlord.

-2-

In the event of any termination of the Master Lease and lawful re-entry or possession of the Sublease Premises by Master Landlord following a default by Tenant in the performance of its obligations under the Master Lease, then Master Landlord may, at its option and without being obligated to do so, require Subtenant to attorn to Master Landlord. In the event Master Landlord exercises such option, Master Landlord shall undertake and perform the obligations of Tenant under the Sublease from the time of the exercise of such option to the date of expiration or earlier termination of the Sublease, but Master Landlord shall not (a) be liable for any prepayment of more than the then-current month’s minimum rent or for any security deposit paid by Subtenant (except to the extent, if any, that any such security deposit is actually transferred to Master Landlord by Tenant), (b) be liable for any previous act or omission of Tenant under the Master Lease or for any other default of Tenant under the Sublease, (c) be subject to any previously accrued defenses or offsets which Subtenant may have or claim against Tenant, or (d) be bound by any changes or modifications made to the Sublease without the prior written consent of Master Landlord (which approval shall not be unreasonably withheld, conditioned or delayed). Absent a specific written notice by Master Landlord to Subtenant that Master Landlord has elected to exercise Master Landlord’s option under this Paragraph 8, Master Landlord shall be deemed to have waived such election and the Sublease shall terminate in accordance with the provisions of Paragraph 12 below.

If Tenant is in Monetary Default (defined in Section XIX.A of the Master Lease), Tenant agrees that Master Landlord may require that all payments due from Subtenant under the Sublease be made directly to Master Landlord, in which case Tenant shall receive a credit against rent due under the Master Lease in the amount of any payments so received by Master Landlord (except to the extent any such payments represent amounts which Master Landlord would have been entitled to receive in any event as Master Landlord’s share of excess sublease consideration pursuant to Section XII.C of the Master Lease). Tenant irrevocably authorizes and directs Subtenant, on receipt of any written notice from Master Landlord stating that a Monetary Default exists in the performance of Tenant’s obligations under the Master Lease, to pay to Master Landlord the rents and any other sums due and to become due under the Sublease. Tenant agrees that Subtenant has the right to rely on any such statement from Master Landlord, and that Subtenant may comply with any such notice and pay the required rents and other sums directly to Master Landlord without any obligation or right to inquire as to whether a default exists, and despite any notice or claim from Tenant to the contrary. Tenant will have no right or claim against Subtenant for any such rents or other sums paid by Subtenant to Master Landlord.

10.

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Subtenant or its agents or third persons in or about the Sublease Premises, from any cause whatsoever other than negligence or willful misconduct or omission by Master Landlord or its agents or employees. The provisions of this Paragraph 10 shall survive the termination of the Sublease.

11.

In addition to the insurance required to be carried by Tenant under the Master Lease (which Tenant shall continue to carry), Subtenant shall maintain throughout the term of the Sublease (a) liability insurance and (b) property insurance on Subtenant’s equipment, trade fixtures and personal property, all of which insurance shall meet the same requirements as the corresponding insurance required to be carried by Tenant under Article XV of the Master Lease, including (to the extent applicable) naming as additional insureds Master Landlord and any related persons or entities required under the terms of the Master Lease to be designated as such additional insureds, and shall deliver proof of such insurance to Master Landlord as required under the Master Lease. Master Landlord shall have the same enforcement rights against Subtenant as it has against Tenant with respect to these requirements.

12.

Except as otherwise expressly provided in Paragraph 15 below, upon the expiration or any earlier termination of the Master Lease (including, but not limited to, any such termination or any lawful re-entry or possession of the Sublease Premises by Master Landlord following a default, beyond applicable notice and cure periods, by Tenant in the performance of its obligations under the Master Lease), unless Master Landlord exercises its option pursuant to Paragraph 8 of this Consent, the Sublease and the term and estate granted thereby shall terminate as of the date of such expiration or termination, and Subtenant shall vacate the Sublease Premises not later than such date.

13.

Except as otherwise expressly provided in Paragraph 15 below, the Sublease and this Consent do not, and are not intended to, constitute, create or imply any nondisturbance agreement by, or any attornment or recognition obligation or direct lease obligation on the part of, Master Landlord in favor of or for the benefit of Subtenant. Without limiting the generality of the preceding sentence, acceptance by Master Landlord of any payment from Subtenant on account of any minimum or additional rental amounts under the Master Lease shall in no manner whatsoever be deemed an attornment by Subtenant to Master Landlord, or a recognition of Subtenant by Master Landlord, or a nondisturbance agreement by Master Landlord with respect to Subtenant or the Sublease, in the absence of a specific written agreement signed by Master Landlord to such effect.

14.

-4-

15.

The Sublease and this Consent do not, and are not intended to, (a) limit, restrict or impair in any way Master Landlord’s right to amend or terminate the Master Lease by agreement with Tenant (subject, however, to the provisions of this Paragraph 15), or (b) require Master Landlord to obtain Subtenant’s approval of or consent to any such amendment or termination. If the Sublease contains a provision by which Tenant has agreed, for the benefit of Subtenant, that Tenant will not amend the Master Lease or agree to an early termination of the Master Lease without Subtenant’s consent, then Master Landlord has no responsibility for policing, enforcing or honoring that provision and expressly reserves the right to deal solely with Tenant regarding any proposed amendment to or termination of the Master Lease. Notwithstanding the foregoing provisions or anything else to the contrary contained in this Consent or the Master Lease, however, except in the event of casualty damage or condemnation covered by Articles XVII and XVIII, respectively, of the Master Lease, Master Landlord shall not agree with Tenant to permit a voluntary termination of the Master Lease unless Master Landlord has agreed in writing to continue the Sublease in full force and effect as a direct lease between Master Landlord and Subtenant upon and subject to all of the terms, covenants and conditions of the Sublease for the balance of the Term thereof; provided, however, that the preceding portion of this sentence shall not apply, a “voluntary termination” shall not be deemed to have occurred, and the Sublease shall terminate concurrently with the termination of the Master Lease if any of the following circumstances exists at the time the termination of the Master Lease occurs, whether such termination of the Master Lease occurs by agreement or settlement or stipulation between Master Landlord and Tenant or otherwise: (i) Tenant is in material default (beyond any applicable notice and cure periods) under the Master Lease; (i) Subtenant is in material default (beyond any applicable notice and cure periods) under the Sublease or under any then existing direct lease between Subtenant and Master Landlord covering premises located within the Britannia Shoreline Technology Park; or (iii) either Tenant or Subtenant is insolvent, has made a transfer in fraud of creditors or an assignment for the benefit of creditors, has admitted in writing its inability to pay its debts when due, has filed a voluntary petition in bankruptcy or any other petition seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation (collectively, a “Petition for Relief”), is the subject of an involuntary Petition for Relief filed against it by any creditor or other third party which Petition for Relief has remained undischarged for a period of more than thirty (30) days, or is the subject of a receivership, attachment, execution or other judicial seizure with respect to assets including its leasehold or subleasehold interest in the Master Premises or Sublease Premises, respectively.

-5-

16.

17.

Master Landlord and Subtenant mutually agree that the waiver of subrogation contained in Section XVI of the Master Lease shall apply as between Master Landlord and Subtenant. In addition, Subtenant by its signature below agrees that to the extent any equipment, trade fixtures or personal property of Subtenant remains in or about the Sublease Premises at the expiration or earlier termination of the Master Lease, the terms of the last four (4) sentences of Section XXX of the Master Lease shall apply as between Master Landlord and Subtenant.

18.	Without limiting any other provision contained in this Consent, and notwithstanding any provision to the contrary contained in the Sublease, except to the extent (if any) expressly set forth in this Consent, this Consent is not, and is not intended to be:

Except as expressly provided in Paragraph 22 below, a consent to any alteration or work of improvement that Tenant and/or Subtenant may desire or intend to undertake in or about the Sublease Premises, or a waiver of any provision of the Master Lease relating to the condition or restoration of the Sublease Premises upon the expiration or earlier termination of the Master Lease. As between Master Landlord on the one hand and Tenant and/or Subtenant on the other hand, all such matters shall be governed by the appropriate provisions contained in the Master Lease, and any required approval by Master Landlord of any alterations or improvements proposed by or on behalf of Subtenant will be considered only upon receipt of a formal request accompanied by appropriate drawings and specifications and such other information as Master Landlord may reasonably request under the terms of the Master Lease.

-6-

A consent to, or a waiver of any right of Master Landlord to approve, any signage proposed to be installed for the benefit of Subtenant on or about the Sublease Premises or Master Premises. Any required approval by Master Landlord of any signage proposed by or on behalf of Subtenant will be considered only upon receipt of a formal request accompanied by appropriate drawings and specifications and such other information as Master Landlord may reasonably request under the terms of the Master Lease.

19.

All use of parking spaces on the subject property by Subtenant pursuant to the Sublease shall be on a non-exclusive basis and shall be subject to all parking-related provisions in the Master Lease. Master Landlord is not hereby consenting to any designation or reservation of specific parking spaces on the subject property for use by Subtenant.

20.	This Consent contains the entire agreement of the parties with respect to the subject matter hereof, and may not be modified or terminated except in writing signed by all the parties hereto.

21.	This Consent may be executed in one or more counterparts and by separate parties on separate counterparts, each of which counterparts shall constitute an original and all of which counterparts together shall constitute one and the same instrument.

22.

Notwithstanding anything to the contrary in this Consent, Master Landlord hereby approves in concept Tenant’s construction of the “Sublessor’s Construction Work” described in Section 2.C and Exhibit C of the Sublease; provided, however, that (a) Master Landlord reserves and retains the right to receive, review and approve or disapprove the detailed plans and specifications for the Sublessor’s Construction Work pursuant to the standards and requirements applicable under the Master Lease, in which regard Master Landlord hereby advises Tenant and Subtenant that in reviewing such detailed plans and specifications, Master Landlord is likely to disapprove the plans for closing off the second floor access to center stair #3 (i) if such plans include the use of sheetrock or other similar material to close off the second floor stair opening (but a removable “frosted” film will be acceptable) and (ii) unless such plans either incorporate a removable door at the second floor stair opening or incorporate design elements that can be reasonably and conveniently modified in the future to include a removable door at the second floor stair opening; and (b) Tenant remains obligated to perform the Sublessor’s Construction Work in compliance with all applicable terms and conditions of the Master Lease. Notwithstanding anything to the contrary contained in this Consent or in the Master Lease, Master Landlord agrees that upon expiration or earlier termination of the Master Lease, neither Tenant nor Subtenant shall be required to remove or restore any items of such Sublessor’s Construction Work as approved by Master Landlord pursuant to this Consent and the Master Lease.

[rest of page intentionally left blank; signature page follows]

-7-

IN WITNESS WHEREOF, Master Landlord, Tenant and Subtenant have executed this Consent as of the date first set forth above.

Master Landlord:


BRITANNIA HACIENDA VIII LLC,
a Delaware limited liability company

By:		HCP Estates USA Inc. (formerly
		known as Slough Estates USA Inc.),
		a Delaware corporation,
		Its Operations Manager and Member

By:		/s/ Jonathan M. Bergschneider
		Jonathan M. Bergschneider
		Senior Vice President

Date: February 25, 2010


Tenant:		Subtenant:

ACTEL CORPORATION,		LINKEDIN CORPORATION,
a California corporation		a Delaware corporation

By:	/s/ Maurice Carson	By:	/s/ Steve Sordello

Name:	Maurice Carson	Name:	Steve Sordello

Title:	CFO	Title:	Chief Financial Officer

Date:	2 19, 2010	Date:	2 18, 2010

-8-

Exhibit E

Janitorial Specifications


Cubicles	Dly	Wkly	Mthly	Qtrly	Yrly
1. Empty trash cans and replace trash liners as needed	x
2. Empty recycling bins		x
3. Vacuum carpets		x
4. Dust cubicle base boards			x
5. Clean work surfaces		x
6. Vacuum chairs			x


Conference rooms	Dly	Wkly	Mthly	Qtrly	Yrly
1. Empty trash cans and replace trash liners as needed	x
2. Vacuum carpets	x
3. Vacuum chairs			x
4. Clean all credenza and all table tops	x
5. Clean white boards	x
6. Clean light switch plate and door knobs		x
7. Clean windows and wipe window sill		x
8. Vacuum air vents			x
9. Turn off lights	x


Hallways	Dly	Wkly	Mthly	Qtrly	Yrly
1. Empty trash cans and replace trash liners as needed	x
2. Empty recycling bins		x
3. Vacuum carpets (including internal stairways)	x
4. Clean base boards			x
5. Spot clean walls	x
6. Clean all hallway doors and windows		x
7. Arrange wall photography	x
8. Clean all fire extinguisher / cabinets			x
9. Mop all VCT flooring	x
10. Wax flooring			x
11. Turn off lights	x


Break room / Coffee stations	Dly	Wkly	Mthly	Qtrly	Yrly
1. Empty trash cans and replace trash liners as needed	x
2. Vacuum carpets	x
3. Mop all floors	x
4. Wax floors			x
5. Clean tables, counter tops, exterior of all cabinetry and chairs	x
6. Spot clean walls	x


7. Clean chairs	x
8. Furniture, wall photography and magazines to be kept in orderly manner	x
9. Reload and clean all dispensers (soap and paper)	x
10. Wash coffee pots and arrange supplies on top of counter tops	x
11. Clean inside and outside of all microwave ovens	x
12. Clean refrigerator external only	x
13. Wipe and clean the exterior of trash cans	x
Janitorial Specifications
Restrooms, Showers and Lockers	Dly	Wkly	Mthly	Qtrly	Yrly
1. Empty trash cans and replace trash liners as needed	x
2. Mop all floors	x
3. Wax all floors			x
4. Reload and clean all dispensers	x
5. Empty and clean sanitary napkin receptacles	x
6. Clean all mirror and vanity surface	x
7. Clean all fixtures, fittings, toilets and urinals	x
8. Spot wash walls, partitions and doors	x
9. Clean all doors and base boards			x
10. Flush floor drains with fresh water and disinfectant solution		x
11. Wipe and clean all lockers			x
12. Clean all shower stalls and curtains	x
13. Turn off lights	x

Janitor closets	Dly	Wkly	Mthly	Qtrly	Yrly
1. Empty trash cans and replace trash liners as needed	x
2. Mop all floors			x
3. Store all chemicals in accordance to OSHA regulation	x
4. Store and arrange all janitorial supplies	x
5. Clean sinks	x
6. Keep all equipment at least 36” away from electrical transformer	x
7. Turn off lights	x

Periodic Services	Dly	Wkly	Mthly	Qtrly	Yrly
1. Wash interior windows (all floor levels)	x				2x
2. Extract all carpets in all buildings			x		2x

-2-

EX-21.1 22 dex211.htm LIST OF SUBSIDIARIES List of subsidiaries

Exhibit 21.1

SUBSIDIARIES OF LINKEDIN CORPORATION

LinkedIn Australia Pty Limited

LinkedIn France SAS

LinkedIn Ireland Limited

LinkedIn Netherlands B.V.

LinkedIn Technology Canada Inc.

LinkedIn Technology Information Private Limited (India)

LinkedIn Technology Limited (Isle of Man)

LinkedIn Technology UK Limited

EX-23.2 23 dex232.htm CONSENT OF DELOITTE & TOUCHE LLP Consent of Deloitte & Touche LLP

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated January 26, 2011, relating to the consolidated financial statements of LinkedIn Corporation and subsidiaries (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph relating to (1) the Company’s adoption, on a retrospective basis, of new authoritative guidance for revenue arrangements with multiple deliverables, (2) the adoption of new accounting guidance for uncertainty in income taxes, effective January 1, 2007, and (3) the Company’s change in method of accounting for sales commissions, as of January 1, 2007) appearing in the Prospectus, which is a part of such Registration Statement, and to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

San Jose, California

January 26, 2011

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