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 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).
WHEREAS, on November 16, 2020 the Company publicly filed with the U.S. Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended, a registration statement on Form S-1 relating to the initial public offering (the IPO) of shares of Class A common stock, par value $0.0001 per share (Class A Common Stock), of the Company;
WHEREAS, each Founder currently owns or beneficially owns shares of Class A Common Stock and/or shares of Class B Common Stock, par value $0.0001 per share (Class B Common Stock and, together with the Class A Common Stock, the Common Stock), of the Company; and
WHEREAS, each of the Founders desires to provide for the election or re-election of the Individual Founders to the Board of Directors of the Company (the Board) after the Company has completed the IPO.
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants made herein, the parties hereby agree as follows:
1. Voting Provisions.
1.1 Shares. Each Founder expressly agrees that the terms and restrictions of this Agreement shall apply to all shares of Common Stock (or shares of capital stock of any successor in interest of the Company, whether by sale, merger, consolidation or other similar transaction, or by purchase, assignment or operation of law) (i) which such Founder owns or holds or hereafter acquires or holds by any means, including, without limitation, by purchase, assignment, conversion or exercise of any stock option, warrant or other right, the settlement of any restricted stock unit or as a result of any stock dividend, stock split, reorganization, reclassification, whether voluntary or involuntary, or other similar transaction, and (ii) with respect to which such Founder exercises voting control, or hereafter acquires voting control by any means (including, in the case of each of