●] Shares Airbnb, Inc. Class A common stock, $0.0001 par value per share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • New York
AIRBNB, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 8, 2021 0% Convertible Senior Notes due 2026Indenture • March 8th, 2021 • Airbnb, Inc. • Services-to dwellings & other buildings • New York
INDENTURE, dated as of March 8, 2021, between Airbnb, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
Airbnb, Inc. Warrant Amendment Agreement No. 2Warrant Amendment Agreement • May 14th, 2021 • Airbnb, Inc. • Services-to dwellings & other buildings • Delaware
This Warrant Amendment Agreement No. 2 (the “Amendment”), dated as of March 30, 2021, is entered into by and between Airbnb, Inc., a Delaware corporation (the “Corporation”), and TCS Finance 1, LLC (the “Warrantholder”), a Delaware limited liability company, in order to amend that certain Warrant No. 1 to Purchase 145,263 Shares of Class A Common Stock dated as of July 22, 2020 (the “Warrant”), as previously amended by the Warrant Amendment Agreement, by and between the Corporation and the Warrantholder, dated as of November 24, 2020 (“Amendment No. 1”).
OFFICE LEASE 650 TOWNSEND STREET SAN FRANCISCO, CALIFORNIA BIG DOG HOLDINGS LLC, a Delaware limited liability company, as Landlord, and AIRBNB, INC., a Delaware corporation, as Tenant.Office Lease • October 26th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between BIG DOG HOLDINGS LLC, a Delaware limited liability company (“Landlord”), and AIRBNB, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO SECOND LIEN CREDIT AND GUARANTY AGREEMENTSecond Lien Credit and Guaranty Agreement • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • New York
This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of April 6, 2020 (this “Agreement”), is entered into by and among AIRBNB, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and TOP IV TALENTS, LLC (“TOP IV Talents”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”), and as collateral agent (together with its permitted successors in such capacity, the “Collateral Agent”).
STOCK TRANSFER AGREEMENTStock Transfer Agreement • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • California
This Stock Transfer Agreement (this “Agreement”) is made and entered into as of May 21, 2020 (the “Effective Date”) by and among SLP Constellation Aggregator II, L.P. (“Transferee”), Belinda Johnson (“Transferor”) and Airbnb, Inc., a Delaware corporation (the “Company”).
AIRBNB, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • Delaware
This Indemnification Agreement, dated as of , 2020 (this “Agreement”), is made by and between Airbnb, Inc. (the “Company”) and (“Indemnitee”).
FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of April 21, 2020 among AIRBNB, INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors THE LENDERS PARTY HERETO and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative...First Lien Credit and Guaranty Agreement • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • New York
This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of April 21, 2020 (this “Agreement”), is entered into by and among AIRBNB, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and CORTLAND CAPITAL MARKET SERVICES LLC (“Cortland”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”), and as collateral agent (together with its permitted successors in such capacity, the “Collateral Agent”).
SEVERANCE AGREEMENT & RELEASE OF CLAIMSSeverance Agreement • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • Washington
This Severance Agreement & Release of Claims (“Agreement”) is between Greg Greeley (“you”) and Airbnb, Inc., (“Airbnb”) including Airbnb’s subsidiaries, successors, current and former directors, officers, agents, attorneys, and managers. You and Airbnb together are collectively referred to herein as “the Parties.”
FIRST AMENDMENT TO LEASELease • October 26th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • California
THIS First Amendment to Lease (“Amendment”) is made and entered into effective as of December 10, 2013 (the “First Amendment Effective Date”), by and between 888 BRANNAN LP, a Delaware limited partnership (“Landlord”), and AIRBNB, INC., a Delaware corporation (“Tenant”).
VOTING AGREEMENTVoting Agreement • December 7th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2020 by and among Brian Chesky, Joe Gebbia and Nathan Blecharczyk (each, an “Individual Founder” and, collectively, the “Individual Founders”) and, with respect to each Individual Founder, (a) the trusts and entities listed in Schedule A hereto and (b) each other trust or entity that holds, or may in the future hold, shares of Common Stock (as defined below) over which such Individual Founder exercises voting control (each such trust and entity in (a) or (b), a “Founder Affiliate” and, each Individual Founder and Founder Affiliate, a “Founder”). The Individual Founders and Founder Affiliates are referred to collectively herein as the “Founders”. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Restated Certificate of Incorporation of Airbnb, Inc., a Delaware corporation (the “Company”), to be duly adopted in accordance with the General Corporation Law of the Sta
January 26, 2020 Catherine PowellEmployment Agreement • December 1st, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings
This letter is to let you know that Airbnb, Inc. (“Airbnb” or the “Company”) is formally offering you the position of Head of Experiences and we couldn’t be happier.
RETENTION AGREEMENTRetention Agreement • February 16th, 2024 • Airbnb, Inc. • Services-to dwellings & other buildings • California
This Retention Agreement (the “Agreement”) is entered into by and between Catherine Powell (“Executive”) and Airbnb, Inc., a Delaware corporation (the “Company”), effective as of December 4, 2023 (the “Effective Date”) with reference to the following facts:
SIXTH AMENDMENT TO OFFICE LEASEOffice Lease • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings
This SIXTH AMENDMENT TO OFFICE LEASE (“Sixth Amendment”) is made as of 26th day of September 2019 (the “Sixth Amendment Effective Date”), by and between T-C 888 BRANNAN OWNER LLC, a Delaware limited liability company (“Landlord”), and AIRBNB, INC., a Delaware corporation (“Tenant”).
AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 1st, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • Delaware
This Amendment to Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made and entered into as of November 17, 2020, and amends that certain Amended and Restated Investors’ Rights Agreement, dated as of April 17, 2020, by and among Airbnb, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A thereto and each of the stockholders listed on Schedule B thereto (the “Rights Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
October 15, 2018 Mr. Aristotle BaloghEmployment Agreement • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings
This letter is to let you know that Airbnb, Inc. (“Airbnb” or the “Company”) is formally offering you the position of Chief Technology Officer (CTO) and we couldn’t be happier.
AIRBNB, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of April 17, 2020, by and among Airbnb, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on Schedule B hereto, each of whom is referred to as a “Founder”, and any New Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • November 3rd, 2022 • Airbnb, Inc. • Services-to dwellings & other buildings
This SECOND AMENDMENT TO OFFICE LEASE (“Second Amendment”) is made and entered into effective as of September 27, 2022 (the “Second Amendment Effective Date”), by and between BCP-CG 650 PROPERTY LLC, a Delaware limited liability company (“Landlord”), and AIRBNB, INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO OFFICE LEASEOffice Lease • October 26th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings
This FOURTH AMENDMENT TO OFFICE LEASE (“Fourth Amendment”) is made and entered into as of May 13, 2015 (the “Fourth Amendment Effective Date”), by and between 888 BRANNAN LP (“Landlord”), and AIRBNB, INC., a Delaware corporation (“Tenant”).
TENTH AMENDMENT TO OFFICE LEASEOffice Lease • February 16th, 2024 • Airbnb, Inc. • Services-to dwellings & other buildings
This TENTH AMENDMENT TO OFFICE LEASE (“Tenth Amendment”) is made as of 18th day of October, 2023 (the “Tenth Amendment Effective Date”), by and between T-C 888 BRANNAN OWNER LLC, a Delaware limited liability company (“Landlord”), and AIRBNB, INC., a Delaware corporation (“Tenant”).
ELEVENTH AMENDMENT TO OFFICE LEASEOffice Lease • November 7th, 2024 • Airbnb, Inc. • Services-to dwellings & other buildings
This ELEVENTH AMENDMENT TO OFFICE LEASE (“Eleventh Amendment”) is made as of the 24th day of October, 2024 (the “Eleventh Amendment Effective Date”), by and between T-C 888 BRANNAN OWNER LLC, a Delaware limited liability company (“Landlord”), and AIRBNB, INC., a Delaware corporation (“Tenant”).
SEVENTH AMENDMENT TO OFFICE LEASEOffice Lease • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings
This SEVENTH AMENDMENT TO OFFICE LEASE (“Seventh Amendment”) is made as of day of Oct 8, 2020 (the “Seventh Amendment Effective Date”), by and between T-C 888 BRANNAN OWNER LLC, a Delaware limited liability company (“Landlord”), and AIRBNB, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings
This SECOND AMENDMENT TO OFFICE LEASE (“Second Amendment”) is made and entered into as of May 29, 2014 (the “Second Amendment Effective Date”), by and between 888 BRANNAN LP (“Landlord”), and AIRBNB, INC., a Delaware corporation (“Tenant”).
March 25, 2020Omnibus Amendment to Equity Awards • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings
We are excited to welcome you as a member of the Airbnb, Inc. (“Airbnb”) board of directors (the “Board”). Congratulations! In connection with your transition to non-employee director and in recognition of your contributions to Airbnb during your tenure as an executive, the Board has approved certain modifications in respect of your outstanding equity awards and approved your eligibility for non-employee compensation. The purpose of this letter is to memorialize these arrangements.
ContractAdvisor Agreement • November 3rd, 2022 • Airbnb, Inc. • Services-to dwellings & other buildings • California
THIS ADVISOR AGREEMENT (the “Agreement”) is made and entered into as of August 23, 2022 (the “Effective Date”), by and between Airbnb, Inc., a Delaware corporation (the “Company”), and Joe Gebbia, an individual (the “Advisor”).
FIFTH LEASE AMENDMENTOffice Lease • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings
This FIFTH LEASE AMENDMENT (“Fifth Amendment”) is made this day of 2017, by and between T-C 888 BRANNAN OWNER LLC, a Delaware limited liability company (“Landlord”), and AIRBNB, INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings
This THIRD AMENDMENT TO OFFICE LEASE (“Third Amendment”) is made and entered into as of February 24, 2015, by and between 888 BRANNAN LP (“Landlord”), and AIRBNB, INC., a Delaware corporation (“Tenant”).
CREDIT AND GUARANTEE AGREEMENT Dated as of November 19, 2020 among AIRBNB, INC., as the Borrower, The Guarantors Party Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and an Issuing Bank, The Other Lenders and Issuing Banks Party...Credit and Guarantee Agreement • December 1st, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • New York
This CREDIT AND GUARANTEE AGREEMENT (this “Agreement”) is entered into as of November 19, 2020, among AIRBNB, INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
NOMINATING AGREEMENTNominating Agreement • December 1st, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings • Delaware
This NOMINATING AGREEMENT (this “Agreement”) is made and entered into as of November 27, 2020 by and among Brian Chesky, Joe Gebbia and Nathan Blecharczyk (each, a “Founder Director” and, collectively, the “Founder Directors”) and Airbnb, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Restated Certificate of Incorporation of the Company, to be duly adopted in accordance with the General Corporation Law of the State of Delaware and filed with the Secretary of State of the State of Delaware in connection with the IPO (as defined below), as it may be amended, restated or otherwise modified from time to time (the “Certificate of Incorporation”).
First Amendment to Office LeaseOffice Lease • October 26th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings
This First Amendment to Office Lease (this “Amendment”) is being signed on , 2019, by Big Dog Holdings LLC, a Delaware limited liability company (“Landlord”), and Airbnb, Inc., a Delaware corporation (“Tenant”).
November 13, 2018 Mr. Dave StephensonEmployment Agreement • November 16th, 2020 • Airbnb, Inc. • Services-to dwellings & other buildings
This letter is to let you know that Airbnb, Inc. (“Airbnb” or the “Company”) is formally offering you the position of Chief Financial Officer (CFO) and we couldn’t be happier.
NINTH AMENDMENT TO OFFICE LEASEOffice Lease • November 3rd, 2022 • Airbnb, Inc. • Services-to dwellings & other buildings
This NINTH AMENDMENT TO OFFICE LEASE ("Ninth Amendment") is made as of 18th day of October, 2022 (the “Ninth Amendment Effective Date”), by and between T-C 888 BRANNAN OWNER LLC, a Delaware limited liability company ("Landlord"), and AIRBNB, INC., a Delaware corporation ("Tenant").
AIRBNB, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT*Change in Control and Severance Agreement • May 9th, 2022 • Airbnb, Inc. • Services-to dwellings & other buildings • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between __________ (“Executive”) and Airbnb, Inc. (the “Company”) effective as of ______ __, 2022 (the “Effective Date”).
