The Merger Agreement

THE MERGER AGREEMENT

The following summary describes the material provisions of the merger agreement. The descriptions of the merger agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the merger agreement carefully and in its entirety because this summary may not contain all the information about the merger agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the merger agreement (1) were made only for purposes of the merger agreement and as of specific dates; (2) were made solely for the benefit of the parties to the merger agreement; (3) may be subject to important qualifications, limitations and supplemental information agreed to by LinkedIn, Microsoft and Merger Sub in connection with negotiating the terms of the merger agreement; and (4) may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Microsoft and Merger Sub by LinkedIn in connection with the merger agreement. In addition, the representations and warranties may have been included in the merger agreement for the purpose of allocating contractual risk between LinkedIn, Microsoft and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Further, the representations and warranties were negotiated with the principal purpose of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise. LinkedIn stockholders are not third-party beneficiaries under the merger agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of LinkedIn, Microsoft or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. In addition, you should not rely on the covenants in the merger agreement as actual limitations on the respective businesses of LinkedIn, Microsoft and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the merger agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The merger agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding LinkedIn, Microsoft, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the merger agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding LinkedIn and our business.

Closing and Effective Time of the Merger

The closing of the merger will take place no later than the second business day following the satisfaction or waiver of all conditions to closing of the merger (described in the section of this proxy statement captioned "The Merger Agreement—Conditions to the Closing of the Merger"), other than conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of each of such conditions, or such other time agreed to in writing by

Microsoft, LinkedIn and Merger Sub. Concurrently with the closing of the merger, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The merger will become effective upon the filing of a certificate of merger, or at such later time agreed to in writing by the parties and specified in such certificate of merger.

Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

The merger agreement provides that, subject to the terms and conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger, (1) Merger Sub will be merged with and into LinkedIn and LinkedIn will become a wholly owned subsidiary of Microsoft; and (2) the separate corporate existence of Merger Sub will cease. From and after the effective time of the merger, all of the property, rights, privileges, powers and franchises of LinkedIn and Merger Sub will vest in the surviving corporation, and all of the debts, liabilities and duties of LinkedIn and Merger Sub will become the debts, liabilities and duties of the surviving corporation.

At the effective time of the merger, the certificate of incorporation of LinkedIn as the surviving corporation will be amended and restated in its entirety in the form attached to the merger agreement, and the bylaws of Merger Sub, as in effect immediately prior to the effective time of the merger, will become the bylaws of the surviving corporation, until thereafter amended.

The parties will take all necessary action to ensure that, effective as of, and immediately following, the effective time of the merger, the board of directors of the surviving corporation will consist of the directors of Merger Sub as of immediately prior to the effective time of the merger, to hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation until their successors are duly elected or appointed and qualified. The parties will take all necessary action to ensure that at the effective time of the merger, the officers of the Company as of immediately prior to the effective time of the merger will be the officers of the surviving corporation, until their successors are duly appointed.

Conversion of Shares

Common Stock

At the effective time of the merger, each outstanding share of Class A and Class B common stock (collectively referred to as "common stock") (other than shares held by (1) LinkedIn as treasury stock; (2) Microsoft, Merger Sub or their respective subsidiaries; and (3) LinkedIn stockholders who have properly and validly exercised and perfected their appraisal rights under Delaware law with respect to such shares) will be cancelled and automatically converted into the right to receive the per share merger consideration (which is $196.00 per share, without interest thereon and subject to applicable withholding taxes).

At the effective time of the merger, each outstanding share of common stock held by (1) LinkedIn or (2) Microsoft, Merger Sub or their respective subsidiaries shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Equity Awards; ESPP

The merger agreement provides that LinkedIn's equity awards that are outstanding immediately prior to the effective time of the merger will be subject to the following treatment at the effective time of the merger:

Stock Options

Each surrendered company option will, as of the effective time of the merger, be cancelled and converted into the right to receive the per share merger consideration of $196.00 for each share of

LinkedIn common stock that would have been issuable upon exercise of such surrendered company option prior to the effective time of the merger less the applicable exercise price for each such share of LinkedIn common stock under such surrendered company option and less any applicable withholding taxes. If the per share exercise price of any surrendered company option is equal to or greater than $196.00, such surrendered company option will be cancelled as of the effective time of the merger for no payment and will have no further effect.

Each assumed company option will, as of the effective time of the merger, be, as determined by Microsoft, (1) assumed by Microsoft and converted into an option to acquire; or (2) converted into an option granted pursuant to the Microsoft stock plan to acquire, in each case on the same material terms and conditions as were applicable to such assumed company option immediately prior to the effective time of the merger, a number of shares of Microsoft common stock equal to the product (rounded down to the nearest whole share) of (1) the number of shares of LinkedIn common stock subject to such assumed company option as of immediately prior to the effective time of the merger multiplied by (2) the stock award exchange ratio. The per share exercise price for assumed company options will equal the quotient (rounded up to the nearest whole cent) determined by dividing (1) the per share exercise price for the LinkedIn common stock subject to such assumed company option as of immediately prior to the effective time of the merger by (2) the stock award exchange ratio. Each company option that is outstanding as of immediately prior to the effective time of the merger and has an exercise price per share that is equal to or greater than $196.00 and is not a surrendered company option will be cancelled as of the effective time of the merger for no payment and will have no further effect.

Prior to the closing date of the merger, Microsoft may elect to treat some or all company options that would otherwise be assumed company options as vested surrendered company options, which will become fully vested and then cancelled and treated in accordance with the above.

Stock-Based Awards

Each surrendered company stock-based award will, as of the effective time of the merger, be cancelled and converted into the right to receive the per share merger consideration of $196.00 with respect to each share of LinkedIn common stock subject to the surrendered company stock-based award, less any applicable withholding taxes.

Each assumed company stock-based award will, as of the effective time of the merger, be, as determined by Microsoft, (1) assumed by Microsoft and converted into a stock-based award; or (2) converted into a stock-based award granted pursuant to the Microsoft stock plan, in each case with the same material terms and conditions as were applicable to such assumed company stock-based award immediately prior to the effective time of the merger, in respect of a number of shares of Microsoft common stock equal to the product (rounded down to the nearest whole share) of (1) the number of shares of LinkedIn common stock subject to such assumed company stock-based award as of immediately prior to the effective time of the merger multiplied by (2) the stock award exchange ratio.

Prior to the closing date of the merger, Microsoft may elect to treat some or all company stock-based awards that would otherwise be assumed company stock-based awards as vested surrendered company stock-based awards, which will become fully vested and then cancelled and treated as a surrendered company stock-based award.

ESPP

LinkedIn's executive officers will determine the final exercise date for purposes of the ESPP. On such exercise date, LinkedIn will apply the funds credited as of such date pursuant to the ESPP within each participant's payroll withholding account to the purchase of whole shares of LinkedIn common stock in accordance with the terms of the ESPP. Subject to the consummation of the merger, the ESPP will terminate immediately prior to and effective as of the effective time of the merger.

Pursuant to the terms of the merger agreement, the LinkedIn Board has adopted resolutions providing that each individual participating in the ESPP now will not be permitted to increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect when that offering period commenced, and that each individual participating in the ESPP now or in any future offering period will not be permitted to make separate non-payroll contributions to the ESPP on or following the date of the merger agreement, except as may be required by applicable law. Prior to the effective time of the merger, LinkedIn will take all actions that may be necessary to, effective upon the consummation of the merger, (1) cause any offering period that would otherwise be outstanding at the effective time of the merger to be terminated no later than one business day prior to the date on which the effective time of the merger occurs; (2) make any pro rata adjustments that may be necessary to reflect the shortened offering period while treating the shortened offering period as a fully effective and completed offering period for all purposes of the ESPP; (3) cause the exercise (as of no later than one business day prior to the date on which the effective time of the merger occurs) of each outstanding purchase right pursuant to the ESPP; and (4) provide that no further offering period or purchase period will commence pursuant to the ESPP after the effective time of the merger.

Exchange and Payment Procedures

Prior to the closing of the merger, Microsoft will designate a bank or trust company, which we refer to as the "paying agent," to make payments of the merger consideration to LinkedIn stockholders. At or promptly following the effective time of the merger, Microsoft will deposit or cause to be deposited with the paying agent cash sufficient to pay the aggregate per share merger consideration to LinkedIn stockholders in accordance with the merger agreement.

As soon as reasonably practicable following the effective time of the merger, the paying agent will send to each holder of record of shares of common stock a letter of transmittal and instructions advising stockholders how to surrender stock certificates and book-entry shares in exchange for the per share merger consideration. Upon receipt of (1) surrendered certificates (or an appropriate affidavit for lost, stolen or destroyed certificates, together with any required bond) or a customary "agent's message" with respect to book-entry shares representing the shares of common stock; and (2) a signed letter of transmittal and such other documents as may be required pursuant to such instructions, the holder of such shares will be entitled to receive the per share merger consideration in exchange therefor, without interest. The amount of any per share merger consideration paid to LinkedIn stockholders may be reduced by any applicable withholding taxes.

If any cash deposited with the paying agent is not claimed within one year following the effective time of the merger, such cash will be returned to Microsoft, upon demand, and any stockholders who have not complied with the exchange procedures in the merger agreement will thereafter look only to Microsoft for satisfaction of their claims for payment. None of Microsoft, Merger Sub, LinkedIn, the surviving corporation or the paying agent will be liable to any LinkedIn stockholder with respect to any cash amounts properly delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar law.

The letter of transmittal will include instructions if a stockholder has lost a share certificate or if such certificate has been stolen or destroyed. In the event that any certificates have been lost, stolen or destroyed, then before such stockholder will be entitled to receive the per share merger consideration, Microsoft or the paying agent may, in its discretion and as a condition precedent to the payment of the merger consideration, require such stockholder to make an affidavit of the loss, theft or destruction, and to deliver a bond in such amount as Microsoft or the paying agent may direct as indemnity against any claim that may be made against Microsoft, the surviving corporation or the paying agent with respect to such certificate.

Representations and Warranties

The merger agreement contains representations and warranties of LinkedIn, Microsoft and Merger Sub.

Some of the representations and warranties in the merger agreement made by LinkedIn are qualified as to "materiality" or "Company Material Adverse Effect." For purposes of the merger agreement, "Company Material Adverse Effect" means, with respect to LinkedIn, any change, event, violation, inaccuracy, effect or circumstance that, individually or taken together with all other changes, events, violations, inaccuracies, effects or circumstances that have occurred prior to the date of determination of the occurrence of the Company Material Adverse Effect, has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial condition or results of operations of LinkedIn and its subsidiaries, taken as a whole, except that, none of the following (by itself or when aggregated) to the extent occurring after the date of the merger agreement will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or may, would or could occur:

•: changes in general economic conditions in the United States or any other country or region in the world, or changes in conditions in the global economy generally (except to the extent that such conditions disproportionately affect LinkedIn relative to other companies operating in the industries in which LinkedIn and its subsidiaries conduct business);
•: changes in conditions in the financial markets, credit markets or capital markets in the United States or any other country or region in the world, including (1) changes in interest rates or credit ratings in the United States or any other country; (2) changes in exchange rates for the currencies of any country; or (3) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world (except, in each case, to the extent that such changes or conditions disproportionately affect LinkedIn relative to other companies operating in the industries in which LinkedIn and its subsidiaries conduct business);
•: general changes in conditions in the industries in which LinkedIn and its subsidiaries conduct business (except to the extent that such changes disproportionately affect LinkedIn relative to other companies operating in the industries in which LinkedIn and its subsidiaries conduct business);
•: changes in regulatory, legislative or political conditions in the United States or any other country or region in the world (except to the extent that such changes disproportionately affect LinkedIn relative to other companies operating in the industries in which LinkedIn and its subsidiaries conduct business);
•: any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, terrorism or military actions (including any escalation or general worsening of any such hostilities, acts of war, sabotage, terrorism or military actions) in the United States or any other country or region in the world (except to the extent that such conditions or events disproportionately affects LinkedIn relative to other companies operating in the industries in which LinkedIn and its subsidiaries conduct business);
•: earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other similar force majeure events in the United States or any other country or region in the world (except to the extent that such conditions or events disproportionately affects LinkedIn relative to other companies operating in the industries in which LinkedIn and its subsidiaries conduct business);

•: the public announcement or pendency of the merger agreement or the merger (other than for purposes of certain representations and warranties, and certain related terms and conditions, concerning conflicts due to the performance of the merger agreement);
•: any action taken or refrained from being taken, in each case to which Microsoft has expressly approved, consented to or requested in writing following the date of the merger agreement;
•: changes or proposed changes in GAAP or other accounting standards or law (or the enforcement or interpretation of any of the foregoing);
•: changes in the price or trading volume of our common stock or our indebtedness, in and of itself (it being understood that any cause of such change may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred);
•: any failure, in and of itself, by LinkedIn and its subsidiaries to meet (1) any public estimates or expectations of LinkedIn's revenue, earnings or other financial performance or results of operations for any period; or (2) any internal budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that any cause of any such failure may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred); and
•: any litigation related to the merger.

In the merger agreement, LinkedIn has made customary representations and warranties to Microsoft and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

•: due organization, valid existence, good standing and authority and qualification to conduct business with respect to LinkedIn and its subsidiaries;
•: LinkedIn's corporate power and authority to enter into and perform the merger agreement, the due execution and enforceability of the merger agreement;
•: the organizational documents of LinkedIn and specified subsidiaries;
•: the approval and recommendation of the LinkedIn Board;
•: the rendering of Qatalyst Partners' fairness opinion to the LinkedIn Board;
•: the inapplicability of anti-takeover statutes to the merger;
•: the requisite vote of LinkedIn stockholders in connection with the merger agreement;
•: the absence of any conflict with, violation of or default under any organizational documents, existing material contracts, applicable laws to LinkedIn or its subsidiaries or the resulting creation of any lien upon LinkedIn's assets due to the performance of the merger agreement;
•: required consents, approvals and regulatory filings in connection with the merger agreement and performance thereof;
•: the capital structure of LinkedIn and its subsidiaries;
•: the absence of any undisclosed exchangeable security, option, warrant or other right convertible into common stock of LinkedIn or any of LinkedIn's subsidiaries;

•: the absence of any contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any of LinkedIn's securities;
•: the accuracy and required filings of LinkedIn's SEC filings and financial statements;
•: LinkedIn's disclosure controls and procedures;
•: LinkedIn's internal accounting controls and procedures;
•: LinkedIn's and its subsidiaries' indebtedness;
•: the absence of specified undisclosed liabilities;
•: the conduct of the business of LinkedIn and its subsidiaries in all material respects in the ordinary course and the absence of any Company Material Adverse Effect and certain other events, in each case since January 1, 2016;
•: the existence and enforceability of specified categories of LinkedIn's material contracts, and the lack of any breaches or defaults thereunder and of any notices with respect to termination or intent not to renew those material contracts therefrom;
•: real property owned, leased or subleased by LinkedIn and its subsidiaries;
•: environmental matters;
•: trademarks, patents, copyrights and other intellectual property matters;
•: tax matters;
•: employee benefit plans;
•: labor and employment matters;
•: compliance with laws, including the Foreign Corrupt Practices Act, and possession of necessary permits;
•: the absence of legal proceedings and orders;
•: insurance matters;
•: absence of any transactions, relations or understandings between LinkedIn or any of its subsidiaries and any affiliate or related person; and
•: payment of fees to brokers in connection with the merger agreement.

In the merger agreement, Microsoft and Merger Sub have made customary representations and warranties to LinkedIn that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

•: due organization, good standing and authority and qualification to conduct business with respect to Microsoft and Merger Sub, except where the failure to be in such good standing, or to have such power or authority, would not prevent or materially delay their ability to consummate the merger;
•: Microsoft's and Merger Sub's corporate authority to enter into and perform the merger agreement, the due execution and enforceability of the merger agreement and the availability of organizational documents;

•: the absence of any conflict with, violation of or default under any organizational documents, existing contracts, applicable laws or the resulting creation of any lien upon Microsoft or Merger Sub's assets due to the performance of the merger agreement;
•: required consents and regulatory filings in connection with the merger agreement;
•: the absence of legal proceedings and orders;
•: ownership of capital stock of LinkedIn;
•: payment of fees to brokers in connection with the merger agreement;
•: matters with respect to Microsoft's sufficiency of funds; and
•: the exclusivity and terms of the representations and warranties made by LinkedIn.

The representations and warranties contained in the merger agreement will not survive the consummation of the merger.

Conduct of Business Pending the Merger

The merger agreement provides that, except as (1) expressly contemplated by the merger agreement; (2) approved by Microsoft (which approval will not be unreasonably withheld, conditioned or delayed); or (3) disclosed in the confidential disclosure letter to the merger agreement, during the period of time between the date of the merger agreement and the effective time of the merger (or earlier termination of the merger agreement), LinkedIn will, and will cause each of its subsidiaries to:

•: use its respective reasonable best efforts to maintain its existence in good standing pursuant to applicable law;
•: subject to the restrictions and exceptions in the merger agreement, conduct its business and operations in the ordinary course of business; and
•: use its reasonable best efforts to preserve intact its material assets, properties, contracts, licenses and business organizations, keep available the services of its current officers and key employees, and preserve the current relationships and goodwill with customers, suppliers and other persons with which it or its subsidiaries has business relations.

In addition, LinkedIn has also agreed that, except as (1) expressly contemplated by the merger agreement; (2) approved by Microsoft (which approval will not be unreasonably withheld, conditioned or delayed); or (3) disclosed in the confidential disclosure letter to the merger agreement, during the period of time between the date of the merger agreement and the effective time of the merger (or earlier termination of the merger agreement), LinkedIn will not, and will cause each of its subsidiaries not to, among other things:

•: amend or otherwise change the organizational documents of LinkedIn or any of its subsidiaries;
•: liquidate, dissolve or reorganize;
•: issue, sell, deliver or grant any shares of capital stock or any options, warrants, commitments, subscriptions or rights to purchase any similar capital stock or securities of LinkedIn or any of its subsidiaries, subject to certain exceptions including, but not limited to, the granting of company stock-based awards and company options (or, in the case of company options, the equivalent value in company stock-based awards) in the ordinary course of business and consistent with past practice or as otherwise disclosed to Microsoft;
•: directly or indirectly acquire, repurchase or redeem any securities except for certain exceptions;

•: adjust, split, subdivide, combine, pledge, encumber or modify the terms of capital stock of LinkedIn or any of its subsidiaries;
•: declare, set aside or pay any dividend or other distribution;
•: incur, assume, suffer or modify the terms of any indebtedness or issue any debt securities, assume or guarantee the obligations of any person other than its subsidiaries, make any loans or investments in any person other than advances to directors, officers, and other employees for business-related expenses incurred in connection with such person's role at LinkedIn or its subsidiaries in the ordinary course of business, or pledge, encumber or suffer any lien on any assets;
•: without first informing Microsoft, terminate any employee at the level of senior vice president or above (other than for cause) or hire any new employee at the level of senior vice president or above unless, in the case of a hiring only, such hiring is in the ordinary course of business and consistent with past practice;
•: enter into, adopt, amend (including accelerating the vesting), modify or terminate any employee benefit plan, except in the ordinary course of business and consistent with past practice in a manner that would not, in the aggregate, materially increase the cost to LinkedIn and its subsidiaries;
•: increase the compensation or benefits payable or provided to current or former employees, directors, officers or independent contractors of LinkedIn or its subsidiaries, pay any special bonus to such personnel or grant any severance to any such personnel, subject to certain exceptions;
•: settle, release, waive or compromise any legal proceeding;
•: change accounting practices or revalue in any material respect any of LinkedIn's properties or assets;
•: change tax elections or any accounting method with respect to taxes, settle any material tax claims, file material amended tax returns or take certain other specified actions with respect to taxes;
•: incur or authorize capital expenditures, other than to the extent that such capital expenditures are otherwise reflected in LinkedIn's capital expenditure budget or are pursuant to agreements in effect prior to the date of the merger agreement, in each case as set forth in the confidential disclosure letter to the merger agreement;
•: enter into, modify or terminate certain material contracts;
•: maintain insurance at less than current levels;
•: grant material refunds or materially alter payment and collection practices;
•: waive, grant or transfer any material right;
•: effect certain layoffs without complying with applicable laws;
•: acquire (by merger, consolidation or acquisition of stock or assets or otherwise), or make any investments in, any interest in any assets or any other person, except for purchases of assets in the ordinary course of business;
•: sell, transfer, pledge or otherwise dispose of (by merger, consolidation or disposition of stock or assets or otherwise) any assets constituting a material line of business or any other material assets of LinkedIn or any of its subsidiaries or any material items of LinkedIn's intellectual property, other than in the ordinary course of business;

•: enter into any new business segment outside of LinkedIn's and its subsidiaries' existing business segments on the date of the merger agreement; or
•: enter into, authorize or commit to enter into, an agreement to take any of the foregoing actions.

No Solicitation of Other Offers

Under the merger agreement, from the date of the merger agreement until the effective time of the merger (or the earlier termination of the merger agreement), LinkedIn has agreed to cease and cause to be terminated any discussions or negotiations with and terminate any data room or other diligence access of any person, its affiliates and its representatives relating to an acquisition transaction (as defined below) and to request any person who executed a confidentiality agreement in connection with its consideration of acquiring LinkedIn to promptly return or destroy any non-public information furnished by or on behalf of LinkedIn prior to the date of the merger agreement.

Under the merger agreement, from the date of the merger agreement until the earlier to occur of the termination of the merger agreement and the effective time of the merger, LinkedIn has agreed, and to cause or direct, as the case may be, its subsidiaries and its and their respective representatives, not to:

•: solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal that constitutes, or is reasonably expected to lead to, an acquisition proposal (as defined below);
•: furnish or otherwise provide access to any non-public information regarding, or to the business, properties, assets, books, records or personnel of, LinkedIn or its subsidiaries to any person in connection with, or with the intent to induce the making of, or to knowingly encourage, facilitate or assist an acquisition proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an acquisition proposal;
•: participate or engage in discussions or negotiations with any person with respect to an acquisition proposal or with respect to any inquiries from third parties relating to making a potential acquisition proposal;
•: approve, endorse, or recommend any proposal that constitutes, or is reasonably expected to lead to, an acquisition proposal;
•: enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an acquisition transaction (as defined below); or
•: authorize or commit to do any of the above.

Notwithstanding these restrictions, prior to the adoption of the merger agreement by LinkedIn stockholders and after entering into an acceptable confidentiality agreement, LinkedIn may furnish information to, and enter into negotiations or discussions with, a person regarding a bona fide written acquisition proposal if: (1) LinkedIn, its subsidiaries and its and their respective representatives have not breached any of the conditions above with respect to the acquisition proposal or such person; (2) the LinkedIn Board determines in good faith, after consultation with its financial advisor and its outside legal counsel, that such acquisition proposal constitutes or is reasonably likely to lead to a superior proposal (as defined below); (3) the LinkedIn Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties pursuant to applicable law; and (4) LinkedIn prior to or contemporaneously makes available to Microsoft any non-public information concerning LinkedIn that is provided to such person that was not previously made available to Microsoft.

If LinkedIn, its subsidiaries or its or their representatives receives an acquisition proposal or any request for non-public information in connection with an acquisition proposal at any time prior to the earlier to occur of the termination of the merger agreement and the effective time of the merger, LinkedIn must promptly (and in all events by a specified time on the next business day) advise Microsoft of such acquisition proposal or request, including the identity of the person making or submitting the acquisition proposal or request, the material terms and conditions thereof, and copies of any written documentation setting forth such terms. Thereafter, LinkedIn must keep Microsoft reasonably informed, on a prompt basis, of the status and terms of any such offers or proposals (including any amendments thereto) and the status of any such discussions or negotiations.

For purposes of this proxy statement and the merger agreement:

•

an "acquisition proposal" is any offer or proposal (other than an offer or proposal by Microsoft or Merger Sub) relating to an acquisition transaction;

•

an "acquisition transaction" is any transaction or series of transactions (other than the merger) involving any:

•: direct or indirect purchase or other acquisition by any person or "group" (as defined in the Exchange Act) of persons of securities representing more than 15% of the total outstanding voting power of LinkedIn, including pursuant to a tender offer or exchange offer;
•: direct or indirect purchase (including by way of a merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction), license or other acquisition by any person or "group" of persons of assets (including equity securities of any subsidiary of LinkedIn) constituting or accounting for more than 15% of the revenue, net income or consolidated assets of LinkedIn and its subsidiaries, taken as a whole; or
•: merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction involving LinkedIn (or any of its subsidiaries whose business accounts for more than 15% of the revenue, net income or consolidated assets of LinkedIn and its subsidiaries, taken as a whole) in which the stockholders of LinkedIn (or such subsidiary) prior to such transaction will not own at least 85%, directly or indirectly, of the surviving company; and

•

a "superior proposal" is a bona fide written acquisition proposal (substituting 50% for 15% in the definition of "acquisition proposal" above) for an acquisition transaction on terms that the LinkedIn Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) would be more favorable from a financial point of view than the merger and taking into account any revisions to the merger agreement made or proposed by Microsoft prior to the time of such determination and after taking into account the other factors and matters deemed relevant in good faith by the LinkedIn Board, including the identity of the person making the proposal, the likelihood of consummation, and the legal, financial (including financing terms), regulatory, timing and other aspects of the proposal.

The LinkedIn Board's Recommendation; Company Board Recommendation Change

Except as described below, and subject to the provisions described below, the LinkedIn Board has made the recommendation that the holders of shares of common stock vote "FOR" the proposal to adopt the merger agreement. The merger agreement provides that the LinkedIn Board will not effect a company board recommendation change except as described below.

Prior to the adoption of the merger agreement by stockholders, the LinkedIn Board may not (with any action described in the following being referred to as a "company board recommendation change"):

•: withhold, withdraw, amend, qualify or modify, or publicly propose to withhold, withdraw, amend, qualify or modify, the LinkedIn Board's recommendation in a manner adverse to Microsoft;
•: adopt, approve, or recommend an acquisition proposal;
•: fail to publicly reaffirm the LinkedIn Board's recommendation within 10 business days of the occurrence of a material event or development and after Microsoft so requests in writing (or if the special meeting is scheduled to be held within 10 business days, then within one business day after Microsoft so requests);
•: take or fail to take any formal action or make or fail to make any recommendation in connection with a tender or exchange offer, other than a recommendation against such offer or a "stop, look and listen" communication by the LinkedIn Board (or a committee thereof) to LinkedIn's stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) (it being understood that the LinkedIn Board (or a committee thereof) may refrain from taking a position with respect to an acquisition proposal until the close of business on the 10^th business day after the commencement of a tender or exchange offer in connection with such acquisition proposal without such action being considered a violation of the merger agreement); or
•: fail to include the LinkedIn Board's recommendation in this proxy statement.

Notwithstanding the restrictions described above, prior to the adoption of the merger agreement by stockholders, the LinkedIn Board may, upon compliance with the procedures described below, effect a company board recommendation change if (1) other than in connection with a bona fide acquisition proposal that constitutes a superior proposal, there has been an intervening event (as defined below); or (2) LinkedIn has received a bona fide written acquisition proposal that the LinkedIn Board has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a superior proposal, in each case, if the LinkedIn Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that a failure to effect a company board recommendation change would be inconsistent with the LinkedIn Board's fiduciary duties pursuant to applicable law.

The LinkedIn Board may effect a company board recommendation change, but may not terminate the merger agreement, in response to an intervening event if and only if:

•: LinkedIn has provided prior written notice to Microsoft at least three business days in advance to the effect that the LinkedIn Board has (1) made the determination described above; and (2) resolved to effect a company board recommendation change pursuant to merger agreement, which notice must describe the applicable intervening event in reasonable detail; and
•: prior to effecting such company board recommendation change, LinkedIn and its representatives, during such three business day period, must have (1) negotiated with Microsoft and its representatives in good faith (to the extent that Microsoft desires to so negotiate) to make such adjustments to the terms and conditions of the merger agreement so that the LinkedIn Board no longer determines in good faith that the failure to make a company board recommendation change in response to such intervening event would be inconsistent with its fiduciary duties pursuant to applicable law; and (2) permitted Microsoft and its representatives to make a presentation to the LinkedIn Board regarding the merger

agreement and any adjustments with respect thereto (to the extent that Microsoft requests to make such a presentation).

In addition, the LinkedIn Board may effect a company board recommendation change or terminate the merger agreement in response to a bona fide written acquisition proposal that the LinkedIn Board has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a superior proposal if and only if:

•: the LinkedIn Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties pursuant to applicable law;
•: LinkedIn has complied with its obligations pursuant to the merger agreement with respect to such acquisition proposal;
•: LinkedIn has provided prior written notice to Microsoft at least three business days in advance to the effect that the LinkedIn Board has (1) received a bona fide written acquisition proposal that has not been withdrawn; (2) concluded in good faith that such acquisition proposal constitutes a superior proposal; and (3) resolved to effect a company board recommendation change or to terminate the merger agreement, which notice will describe the basis for such company board recommendation change or termination, including the identity of the person or "group" of persons making such acquisition proposal, the material terms of such acquisition proposal and copies of all relevant documents relating to such acquisition proposal; and
•: prior to effecting such company board recommendation change or termination, LinkedIn and its representatives, during the three business day notice period described above, have (1) negotiated with Microsoft and its representatives in good faith (to the extent that Microsoft desires to so negotiate) to make such adjustments to the terms and conditions of the merger agreement so that such acquisition proposal would cease to constitute a superior proposal; and (2) permitted Microsoft and its representatives to make a presentation to the LinkedIn Board regarding the merger agreement and any adjustments with respect thereto (to the extent that Microsoft requests to make such a presentation).

In the event of any material revision to any such bona fide written acquisition proposal described above, LinkedIn has also agreed to deliver a new notice to Microsoft and comply with the above procedures with respect to such new written notice (with the notice period being two business days) and prior to effecting a company board recommendation change or terminating the merger agreement, at the end of the relevant notice period, the LinkedIn Board must have in good faith (after consultation with its financial advisor and outside legal counsel) reaffirmed its determination that such bona fide written acquisition proposal is a superior proposal.

For purposes of this proxy statement and the merger agreement, an "intervening event" means any positive change, effect, development, circumstance, condition, event or occurrence that (1) as of the date of the merger agreement was not known to the LinkedIn Board, or the consequences of which (based on facts known to the members of the LinkedIn Board as of the date of the merger agreement) were not reasonably foreseeable as of the date of the merger agreement; and (2) does not relate to any acquisition proposal.

Stockholder Meeting

LinkedIn has agreed to take all necessary action to establish a record date for, duly call, give notice of, convene and hold the special meeting as promptly as reasonably practicable and on or around the 20th business day following the commencement of the mailing of this proxy statement for the purpose of voting upon the adoption of the merger agreement. LinkedIn is permitted to postpone or adjourn the special meeting in certain circumstances related to soliciting additional proxies or requirements of applicable law.

Employee Benefits

From and after the effective time of the merger, the surviving corporation will (and Microsoft will cause the surviving corporation to) honor all of LinkedIn's benefit plans and compensation and severance arrangements in accordance with their terms as in effect immediately prior to the effective time of the merger. The surviving corporation will (and Microsoft will cause the surviving corporation or one of its subsidiaries to) continue the employment of all employees of the Company and its subsidiaries as of the effective time of the merger by taking such actions, if any, as are required by applicable law. For a period of one year following the effective time of the merger, the surviving corporation and its subsidiaries will (and Microsoft will cause the surviving corporation and its subsidiaries to) provide continuing employees with compensation, benefits, and severance payments and benefits (other than equity-based compensation and individual employment agreements, except as provided in the first sentence of this paragraph) at levels that, taken as a whole, are no less favorable in the aggregate than the compensation, benefits, and severance payments and benefits (other than equity-based compensation and individual employment agreements) provided to continuing employees immediately prior to the effective time of the merger, either through (1) LinkedIn's benefit plans and arrangements in existence immediately prior to the effective time of the merger; (2) comparable plans, or some combination of (1) and (2). In each case, base compensation and target incentive compensation opportunity will not be decreased for a period of one year following the effective time of the merger for any continuing employee employed during that period except in the ordinary course of business consistent with LinkedIn's past practice. Additionally, for continuing employees who terminate employment during the one year period following the effective time of the merger, the surviving corporation will (and Microsoft will cause the surviving corporation to) provide severance payments and benefits to eligible employees in accordance with LinkedIn's severance plans, guidelines and practices as in effect on the date of the merger agreement.

To the extent that a LinkedIn benefit plan or comparable plan is made available to a continuing employee after the effective time of the merger (other than with respect to certain exceptions), the surviving corporation and its subsidiaries will (and Microsoft will cause the surviving corporation and its subsidiaries to) grant continuing employees credit for all service with LinkedIn and its subsidiaries prior to the effective time of the merger for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual and severance pay entitlement, but excluding for purposes of benefit accruals under any defined benefit pension plan or post-employment welfare plan), except that such service need not be credited to the extent that it would result in duplication of benefits. In addition, (1) each continuing employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the surviving corporation and its subsidiaries to the extent that coverage pursuant to any such new benefit plan replaces coverage pursuant to a comparable LinkedIn benefit plan or arrangement that the continuing employee participates in immediately before the effective time of the merger; (2) for purposes of each new benefit plan providing health and welfare benefits to a continuing employee, the surviving corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such new benefit plans to be waived for such continuing employee and his or her covered dependents, to the extent waived under the corresponding LinkedIn benefit plan or arrangement, and the surviving corporation will cause any eligible expenses incurred by such continuing employee and his or her covered dependents during the portion of the plan year of the LinkedIn benefit plan or arrangement ending on the date that such continuing employee's participation in the corresponding new benefit plan begins to be given full credit pursuant to such new benefit plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such continuing employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such new benefit plan, to

the extent credited under the LinkedIn benefit plan or arrangement; and (3) credit the accounts of such continuing employees pursuant to any new benefit plan that is a flexible spending plan with any unused balance in the account of such continuing employee. Any vacation or paid time off accrued but unused by a continuing employee as of immediately prior to the effective time of the merger will be credited to such continuing employee following the effective time of the merger in accordance with LinkedIn's vacation or paid time off policies in effect immediately prior to the effective time of the merger.

Efforts to Close the Merger

Under the merger agreement, Microsoft, Merger Sub and LinkedIn agreed to use reasonable best efforts to take, or cause to be taken, all actions and assist and cooperate with the other parties, in each case as are necessary, proper or advisable to consummate the merger and effect the other contemplated transactions thereunder, including using their reasonable best efforts to cause the conditions to closing the merger described below to be satisfied, comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the merger and effect the other contemplated transactions thereunder and seek to obtain any required consents under LinkedIn's contracts.

Additionally, under the merger agreement, if and to the extent necessary to obtain regulatory approval of the merger, Microsoft, Merger Sub and, solely to the extent requested by Microsoft, LinkedIn, agreed to (1) offer and effect the divestiture or other disposition of any capital stock or assets of LinkedIn; and (2) contest, defend and appeal any legal proceeding challenging the merger agreement or the consummation of the merger. Notwithstanding the foregoing, Microsoft is not obligated to take any action with respect to LinkedIn that would reasonably be expected to be materially adverse to LinkedIn's business or to take any action with respect to Microsoft's business if taking such action would reasonably be expected to (1) have a material impact on the benefits expected to be derived from the merger by Microsoft; or (2) have more than an immaterial impact on any business or product line of Microsoft and its subsidiaries.

Indemnification and Insurance

The merger agreement provides that the surviving corporation will (and Microsoft will cause the surviving corporation to) honor and fulfill the obligations of LinkedIn pursuant to any indemnification agreements between LinkedIn, on the one hand, and the current or former directors, officers or employees of LinkedIn, on the other hand, that are set forth in the confidential disclosure letter to the merger agreement.

In addition, the merger agreement provides that, during the six year period commencing at the effective time of the merger, the surviving corporation will (and Microsoft will cause the surviving corporation to) indemnify and hold harmless each current or former director, officer or employee of LinkedIn or its subsidiaries, to the fullest extent permitted by law, from and against all costs, fees and expenses (including attorneys' fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding arising, directly or indirectly, out of or pertaining, directly or indirectly, to (1) any action or omission, or alleged action or omission, in such indemnified person's capacity as a director, officer, employee or agent of LinkedIn or its subsidiaries or other affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the effective time of the merger); and (2) the merger, as well as any actions taken by LinkedIn, Microsoft or Merger Sub with respect thereto. The merger agreement also provides that the surviving corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by any such indemnified person in the defense of such legal proceeding.

In addition, without limiting the foregoing, unless LinkedIn has purchased a "tail" policy prior to the effective time of the merger (which LinkedIn may purchase, provided that the premium for such insurance does not exceed 250% of the aggregate annual premiums currently paid), the merger agreement requires Microsoft to cause the surviving corporation to maintain, on terms no less advantageous to the indemnified parties, LinkedIn's directors' and officers' insurance policies for a period of at least six years commencing at the effective time of the merger. Neither Microsoft nor the surviving corporation will be required to pay premiums for such policy to the extent such premiums exceed, on an annual basis, 250% of the aggregate annual premiums currently paid by LinkedIn, and if the premium for such insurance coverage would exceed such amount Microsoft shall be obligated to cause the surviving corporation to obtain the greatest coverage available for a cost equal to such amount.

The merger agreement also provides that the indemnified parties are third party beneficiaries of the indemnification and insurance provisions in the merger agreement and are entitled to enforce such provisions.

For more information, refer to the section of this proxy statement captioned "The Merger—Interests of LinkedIn's Directors and Executive Officers in the Merger."

Transaction Litigation

LinkedIn will (1) provide Microsoft with prompt notice of all stockholder litigation relating to the merger agreement; (2) keep Microsoft reasonably informed with respect to status thereof; (3) give Microsoft the opportunity to participate in the defense, settlement or prosecution of any such litigation; and (4) will consult with Microsoft with respect to the defense, settlement or prosecution of any such litigation and will consider in good faith Microsoft's advice with respect to such litigation. LinkedIn may not compromise, settle or come to an arrangement, or agree to do any of the foregoing, regarding any such litigation without Microsoft's prior written consent.

Conditions to the Closing of the Merger

The obligations of Microsoft and Merger Sub, on the one hand, and LinkedIn, on the other hand, to consummate the merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

•: the adoption of the merger agreement by the requisite affirmative vote of LinkedIn stockholders;
•: the expiration or termination of the applicable waiting period under, or obtaining all requisite consents pursuant to, the HSR Act and the antitrust laws of the European Union and Canada; and
•: the consummation of the merger not being restrained, enjoined, rendered illegal or otherwise prohibited by any law or order of any governmental authority.

In addition, the obligations of Microsoft and Merger Sub to consummate the merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

•: the representations and warranties of LinkedIn relating to organization, good standing, corporate power, enforceability, approval of the LinkedIn Board, Qatalyst Partners' fairness opinion, anti-takeover laws, requisite stockholder approval and the absence of any Company Material Adverse Effect being true and correct as of the date on which the closing occurs as if made at and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall

have been true and correct as of such earlier date), unless any such representations or warranties are qualified by Company Material Adverse Effect, in which case, such representations and warranties shall have been true and correct (without disregarding such Company Material Adverse Effect qualifications) as of the date on which the closing occurs as if made at and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date);

•: the representations and warranties of LinkedIn relating to certain aspects of the capitalization of LinkedIn's subsidiaries being true and correct in all material respects as of the date on which the closing occurs as if made at and as of such date;
•: the representations and warranties of LinkedIn relating to certain aspects of LinkedIn's capitalization being true and correct as of the date on which the closing occurs as if made at and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such inaccuracies that are de minimis in the aggregate;
•: the other representations and warranties of LinkedIn set forth elsewhere in the merger agreement being true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth therein) as of the date on which the closing occurs as if made at and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;
•: LinkedIn having performed and complied in all material respects with all covenants and obligations of the merger agreement required to be performed and complied with by it at or prior to the effective time of the merger;
•: the receipt by Microsoft and Merger Sub of a customary closing certificate of LinkedIn; and
•: the absence of any Company Material Adverse Effect having occurred after the date of the merger agreement that is continuing as of the effective time of the merger.

In addition, the obligation of LinkedIn to consummate the merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

•: the representations and warranties of Microsoft and Merger Sub set forth in the merger agreement being true and correct as of the date on which the closing occurs as if made at and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for any such failure to be true and correct that (1) would not have or reasonably be expected to have, individually or in the aggregate, a material adverse effect on Microsoft and its subsidiaries (as specifically defined in the merger agreement), and (2) would not, individually or in the aggregate, prevent or materially delay the consummation of the merger;
•: Microsoft and Merger Sub having performed and complied in all material respects with all covenants and obligations of the merger agreement required to be performed and complied with by Microsoft or Merger Sub at or prior to the effective time of the merger;
•: the receipt by LinkedIn of a customary closing certificate of Microsoft and Merger Sub; and

•: the absence of any material adverse effect on Microsoft and its subsidiaries (as specifically defined in the merger agreement) having occurred after the date of merger agreement that is continuing as of the effective time of the merger.

Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the adoption of the merger agreement by LinkedIn stockholders, in the following ways:

•

by mutual written agreement of LinkedIn and Microsoft;

•

by either LinkedIn or Microsoft if:

•

(1) a permanent injunction or similar order issued by a court or other legal restraint prohibiting consummation of the merger is in effect, or any action taken by a governmental authority prohibiting the merger has become final and non-appealable; or (2) any statute, regulation or order prohibiting the merger has been enacted (except that a party may not terminate the merger agreement pursuant to this provision if such party has failed to use its reasonable best efforts to resist, appeal, obtain consent pursuant to, resolve or lift, as applicable, such injunction, law or order);

•

the merger has not been consummated before 11:59 pm Pacific time on January 11, 2017, which we refer to as the "termination date," except that if all conditions have been satisfied (other than those conditions to be satisfied at the time of closing of the merger) or waived (to the extent permitted by applicable law) by that date but on that date any of the antitrust or competition-related conditions or the conditions related to prohibitive laws or orders set forth in the merger agreement have not been satisfied, then either LinkedIn or Microsoft may elect to extend the termination date to 11:59 pm Pacific time on June 11, 2017, but:

•: a party may not terminate the merger agreement pursuant to this provision if such party's action or failure to act constitutes a breach of the merger agreement and is the primary cause of the failure to consummate the merger by the termination date; and
•: LinkedIn may not terminate the merger agreement pursuant to this provision if it has not taken a vote on the adoption of the merger agreement at the special meeting;

•

the LinkedIn stockholders do not adopt the merger agreement at the special meeting (except that a party may not terminate the merger agreement pursuant to this provision if such party's action or failure to act constitutes a breach of the merger agreement and is the primary cause of the failure to obtain the approval of the LinkedIn stockholders at the special meeting);

•

by LinkedIn if:

•: after a cure period, Microsoft or Merger Sub has breached or failed to perform in any material respect any of its respective representations, warranties, covenants or other agreements in the merger agreement, such that the related closing condition would not be satisfied;
•: prior to the adoption of the merger agreement by LinkedIn stockholders, (1) LinkedIn has received a superior proposal; (2) the LinkedIn Board has authorized LinkedIn to enter into an agreement to consummate the transaction contemplated by such superior proposal; (3) LinkedIn pays Microsoft a $725 million termination fee; and (4) LinkedIn has complied with its non-solicitation obligations under the merger agreement;

•

by Microsoft if:

•: after a cure period, LinkedIn has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements in the merger agreement, such that the related closing condition would not be satisfied; or
•: the LinkedIn Board has effected a company board recommendation change.

In the event that the merger agreement is terminated pursuant to the termination rights above, the merger agreement will be of no further force or effect without liability of any party to the other parties (or their representatives), as applicable, except certain sections of the merger agreement will survive the termination of the merger agreement in accordance with their respective terms, including terms relating to termination fees. Notwithstanding the foregoing, nothing in the merger agreement will relieve any party from any liability for any willful breach of any representation, warranty, covenant or agreement contained in the merger agreement. In addition, no termination of the merger agreement will affect the rights or obligations of any party pursuant to the confidentiality agreement between Microsoft and LinkedIn, which rights, obligations and agreements will survive the termination of the merger agreement in accordance with their respective terms.

Termination Fee

If the merger agreement is terminated in specified circumstances, LinkedIn has agreed to pay Microsoft a termination fee of $725 million.

Microsoft will be entitled to receive the termination fee from LinkedIn if the merger agreement is terminated:

•: (1) by Microsoft because LinkedIn has materially breached its representations, warranties, covenants or agreements in the merger agreement; (2) following the date of the merger agreement and prior to its termination, an acquisition proposal has been publicly announced or otherwise received by LinkedIn; and (3) LinkedIn enters into an agreement relating to, or consummates, an acquisition transaction within one year of the termination of the merger agreement (provided that, for purposes of the termination fee, all references to "15%" in the definition of "acquisition transaction" are deemed to be references to "50%");
•: by Microsoft, because the LinkedIn Board has effected a company board recommendation change;
•: by either Microsoft or LinkedIn because the LinkedIn stockholders fail to adopt the merger agreement; or
•: by LinkedIn, to enter into an alternative acquisition agreement with respect to a superior proposal.

Specific Performance

Microsoft, Merger Sub and LinkedIn are entitled to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the merger agreement and to enforce the terms of the merger agreement, in addition to any other remedy to which they are entitled at law or in equity.

Fees and Expenses

Except in specified circumstances, whether or not the merger is completed, LinkedIn, on the one hand, and Microsoft and Merger Sub, on the other hand, are each responsible for all of their

respective costs and expenses incurred in connection with the merger and the other transactions contemplated by the merger agreement.

Amendment

Subject to applicable law, the merger agreement may be amended in writing by the parties at any time prior to closing of the merger, whether before or after adoption of the merger agreement by stockholders. However, after adoption of the merger agreement by stockholders, no amendment that requires further approval by such stockholders pursuant to the DGCL may be made without such approval.

Governing Law; Venue

The merger agreement is governed by Delaware law. The exclusive venue for disputes is the Court of Chancery of the State of Delaware or, to the extent that the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, any state or federal court in the State of Delaware.

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