] Shares LINKEDIN CORPORATION CLASS A COMMON STOCK, $0.0001 PAR VALUE UNDERWRITING AGREEMENT November [ ], 2011Underwriting Agreement • November 14th, 2011 • Linkedin Corp • Services-computer programming, data processing, etc. • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with LinkedIn Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A Common Stock, $0.0001 par value, of the Company (the “Common Stock”). For purposes of this letter agreement, Common Stock will include any shares issued as a dividend or other distribution with respect to or in exchange for or in replacement of Common Stock as a result of any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.
