AMENDMENT TO AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
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.
A. The Company has confidentially submitted a draft registration statement on Form S-1 (originally submitted to the SEC on August 19, 2020) under the Securities Act for purposes of an IPO of shares of Class A Common Stock by the Company (any IPO effected pursuant to such registration statement, as the same will be amended from time to time, the 2020 IPO).
B. In order to facilitate the 2020 IPO, the parties hereto desire to amend Section 2.11 of the Rights Agreement, subject to the terms and conditions set forth herein.
C. Pursuant to Section 6.5 of the Rights Agreement, all notices, requests, and other communications given or made pursuant to the Rights Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by facsimile during the recipients normal business hours, and if not sent during normal business hours, then on the recipients next business day; (iii) when sent, if sent by electronic mail during the recipients normal business hours, and if not sent during normal business hours, then on the recipients next business day; (iv) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (v) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt.
D. Pursuant to Section 6.6 of the Rights Agreement, subject to certain provisions, the terms of or the rights or obligations provided under the Rights Agreement may be amended or waived (either generally or in a particular instance, and either retroactively or prospectively) by the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding.