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Airbnb Inc.
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===Risks Related to ownership of the company's Class A Common Stock=== # Its share price may be volatile, and the value of its Class A common stock may decline. # The multi-series structure of its common stock has the effect of concentrating voting control with certain holders of its common stock, including its directors, executive officers, and 5% stockholders, and their respective affiliates, who held in the aggregate 86.3% of the voting power of its capital stock as of December 31, 2021. This ownership will limit or preclude other stockholders’ ability to influence corporate matters, including the election of directors, amendments of its organizational documents, and any merger, consolidation, sale of all or substantially all of its assets, or other major corporate transaction requiring stockholder approval. # Airbnb cannot predict the effect its multi-series structure may have on the market price of its Class A common stock. # Future sales of its common stock in the public market could cause its share price to fall. # Under its restated certificate of incorporation, Airbnb is authorized to issue 2,000,000,000 shares of Class C common stock. Any future issuance of Class C common stock may have the effect of further concentrating voting control in its Class B common stock, including the Class B common stock held by its founders, and may discourage potential acquisitions of its business and could have an adverse effect on the trading price of its Class A common stock. # If securities or industry analysts do not publish research or publish unfavourable research about its business, its stock price and trading volume could decline. # Future sales and issuances of its Class A common stock or rights to purchase its Class A common stock, including pursuant to its equity incentive plans, or other equity securities or securities convertible into its Class A common stock, could result in additional dilution of the percentage ownership of its stockholders and could cause the stock price of its Class A common stock to decline. # Airbnb does not intend to pay dividends for the foreseeable future. Consequently, any gains from an investment in its Class A common stock will likely depend on whether the price of its Class A common stock increases. # Anti-takeover provisions contained in its restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt. # Claims for indemnification by its directors and officers may reduce its available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us. # Its restated certificate of incorporation and amended and restated bylaws provide for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and its stockholders, and that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933.
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