X0206 3 2020-12-09 0 0001559720 Airbnb, Inc. ABNB 0001695329 Founders Fund II Management, LLC ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO CA 94129 0 0 1 0 0001616081 Founders Fund IV Management, LLC ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO CA 94129 0 0 1 0 0001211060 THIEL PETER C/O THE FOUNDERS FUND ONE LETTERMAN DRIVE, BUILDING D, 5TH FLO SAN FRANCISCO CA 94129 0 0 1 0 0001835310 Nosek Luke C/O THE FOUNDERS FUND ONE LETTERMAN DRIVE, BUILDING D, 5TH FL SAN FRANCISCO CA 94129 0 0 1 0 0001835462 Singerman Brian Aaron C/O THE FOUNDERS FUND ONE LETTERMAN DRIVE, BUILDING D, 5TH FL. SAN FRANCISCO CA 94129 0 0 1 0 Series B Convertible Preferred Stock Class B Common Stock 2004 I By Fund Series B Convertible Preferred Stock Class B Common Stock 39036 I By Fund Series B Convertible Preferred Stock Class B Common Stock 109902 I By Fund Series C Convertible Preferred Stock Class B Common Stock 207016 I By Fund Series C Convertible Preferred Stock Class B Common Stock 338616 I By Fund Series C Convertible Preferred Stock Class B Common Stock 6847812 I By Fund Series C Convertible Preferred Stock Class B Common Stock 42140 I By Fund Series C Convertible Preferred Stock Class B Common Stock 819400 I By Fund Series C Convertible Preferred Stock Class B Common Stock 2307072 I By Fund Series C Convertible Preferred Stock Class B Common Stock 3849874 I By Fund Series C Convertible Preferred Stock Class B Common Stock 11993238 I By Fund Each share of Series B Preferred Stock is convertible on a one-for-one basis into Class B Common Stock at any time at the holder's election. The Series B Preferred Stock will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date. Following the closing of the Issuer's IPO, each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and will have no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. Shares held by The Founders Fund III Entrepreneurs Fund, LP ("FF-IIIE"). The Founders Fund III Management, LLC ("FF-IIIM") is the general partner of FF-IIIE and may be deemed to beneficially the shares held by FF-IIIE. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIIE and, accordingly, may be deemed to beneficially own the shares held by FF-IIIE. Each of FF-IIIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. Shares held by The Founders Fund III Principals Fund, LP ("FF-IIIP"). FF-IIIM is the general partner of FF-IIIP and may be deemed to beneficially the shares held by FF-IIIP. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIIP and, accordingly, may be deemed to beneficially own the shares held by FF-IIIP. Each of FF-IIIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. Shares held by The Founders Fund III, LP ("FF-III"). FF-IIIM is the general partner of FF-III and may be deemed to beneficially the shares held by FF-III. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-III and, accordingly, may be deemed to beneficially own the shares held by FF-III. Each of FF-IIIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. Each share of Series C Preferred Stock is convertible on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions relating to the Series C Preferred Stock, into Class B Common Stock at any time at the holder's election. The Series C Preferred Stock will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date. Shares held by The Founders Fund II Entrepreneurs Fund, LP ("FF-IIE"). The Founders Fund II Management, LLC ("FF-IIM") is the general partner of FF-IIE and may be deemed to beneficially the shares held by FF-IIE. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIE and, accordingly, may be deemed to beneficially own the shares held by FF-IIE. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. Shares held by The Founders Fund II Principals Fund, LP ("FF-IIP"). FF-IIM is the general partner of FF-IIP and may be deemed to beneficially the shares held by FF-IIP. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-IIP and, accordingly, may be deemed to beneficially own the shares held by FF-IIP. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. Shares held by The Founders Fund II, LP ("FF-II"). FF-IIM is the general partner of FF-II and may be deemed to beneficially the shares held by FF-II. Peter Thiel and Luke Nosek have shared voting and investment power over the shares held by FF-II and, accordingly, may be deemed to beneficially own the shares held by FF-II. Each of FF-IIM, Mr. Thiel and Mr. Nosek disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. Shares held by The Founders Fund IV Principals Fund, LP ("FF-IVP"). The Founders Fund IV Management, LLC ("FF-IVM") is the general partner of FF-IVP and may be deemed to beneficially the shares held by FF-IVP. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-IVP and, accordingly, may be deemed to beneficially own the shares held by FF-IVP. Each of FF-IVM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. Shares held by The Founders Fund IV, LP ("FF-IV"). FF-IVM is the general partner of FF-IV and may be deemed to beneficially the shares held by FF-IV. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-IV and, accordingly, may be deemed to beneficially own the shares held by FF-IV. Each of FF-IVM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. The Reporting Persons disclaim group status and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group. By: /s/ Peter Thiel, Managing Member 2020-12-09 By: /s/ Peter Thiel, Managing Member 2020-12-09 /s/ Peter Thiel 2020-12-09 /s/ Luke Nosek 2020-12-09 /s/ Brian A. Singerman 2020-12-09