Document

Exhibit 10.4


SECOND AMENDMENT TO OFFICE LEASE 
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”). 
R E C I T A L S : 
A. Landlord (as successor-in-interest to Big Dog Holdings, LLC) and Tenant are  parties to that certain Office Lease dated June 9, 2017 (the “Office Lease”), whereby Tenant currently leases approximately 294,966 rentable square feet of space (“RSF”) (the “Premises”),  in the building located at 650 Townsend Street and 699 Eighth Street, San Francisco, California (the “Building”). The Office Lease, as amended by that certain First Amendment to Lease dated  February 7, 2019 (the “First Amendment”), is referred to herein collectively as the “Lease”. 
B. The Premises is comprised of (i) approximately 178,234 RSF on the street level,  2nd, 3rd, and 6th floors of the Building (the “Initial Premises”), and (ii) approximately 116,732  RSF on the 4th and 5th floors of the Building (the “Must-Take Space”). 
C. The parties desire to (i) modify certain provisions of the Lease related to the amount  and timing of the payment of the “Tenant Improvement Allowance”, as defined in Section 2.1 of  the Tenant Work Letter attached to the Office Lease as Exhibit B, applicable to the Must-Take  Space, and (ii) otherwise amend the Lease on the terms and conditions set forth in this Second  Amendment. 
A G R E E M E N T : 
NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated  herein by reference and the mutual covenants contained herein, and for other good and valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto  hereby agree as follows: 
1. Terms. All capitalized terms when used herein shall have the same respective  meanings as are given such terms in the Lease unless expressly provided otherwise in this Second  Amendment. 
2. Tenant Improvement Allowance for Must-Take Space. The amount of the  Tenant Improvement Allowance to be provided for the Must-Take Space is hereby reduced from $105 per RSF of the Must-Take Space, to $60.00 per RSF of the Must-Take Space (the  “Must-Take Allowance”). No portion of the Must-Take Allowance shall be used for the  purchase or installation of furniture, fixtures, equipment, cabling, or other personal property, or  used as a credit towards Rent due under the Lease. The Must-Take Allowance must be used only for Tenant Improvement Allowance Items to be located in the Must-Take Space (and no  portion shall be used for items in the Initial Premises). Landlord acknowledges that Tenant shall  not be obligated to spend any amounts in excess of the Must-Take Allowance on improvements  to the Must-Take Space (provided that Tenant shall be obligated to fully pay for any work  performed 








by Tenant or on behalf of Tenant in the Must-Take Space to the extent the cost of  such work exceeds the Must-Take Allowance). 
3. Outside Date to Utilize Must-Take Allowance. The date by which Tenant is  required to utilize the Must-Take Allowance, as provided in Section 2.1 of the Tenant Work  Letter, is hereby extended from the date that is 24-months after the Must-Take Commencement  Date, to December 31, 2024. 
4. Use of Must-Take Allowance by Subtenants. Tenant shall be permitted to  transfer its right to use the Must-Take Allowance to any “Transferee”, as defined in Section 14.1 of the Office Lease, of the Must-Take Space, which Transferee is properly approved by Landlord  as provided in and to the extent required by Article 14 of the Office Lease, provided that the use  of the Must-Take Allowance by any such Transferee shall continue to be subject to all of the  applicable terms and conditions of the Lease and Tenant Work Letter, as the same may be  modified by this Second Amendment. 
5. Landlord’s Warranty Work. Landlord and Tenant agree that the “Landlord  Warranty Period”, as defined in Section 1.2 of the Tenant Work Letter, has expired, and that  Landlord shall have no further obligation to perform or pay for any Landlord’s Warranty Work. 
6. No Option to Extend. Section 2.2 of the Office Lease is hereby deleted and of no  further force or effect. Tenant shall have no further right to extend or renew the Lease Term. 
7. No Recurring Right of Availability. Section 1.4 of the Office Lease is hereby  deleted and of no further force or effect. Tenant shall have no further right to lease additional  space in the Building. 
8. No Roof Deck Rights. Section 5.5 of the Office Lease and Section 2.3 of the First  Amendment are hereby deleted and of no further force or effect. Tenant shall have no further  right to install or use any roof top deck or dog run located on the roof of the Building. 
9. Landlord’s Entry to Atrium and Roof. Notwithstanding anything to the contrary  contained in the Lease, Landlord shall have the right to access the atrium areas of the Building  and the Building rooftop at all times during the Lease Term, and to perform modifications to the  atrium areas and rooftop in connection with accommodating Landlord’s installation of additional  HVAC capacity in the Building and Project. Landlord shall use commercially reasonable efforts  to minimize any interference with Tenant’s use of or access to the Premises and Building  Common Areas in connection with any such work and to provide reasonable advance notice to  Tenant of any scheduled entry or work (except in the case where such entry or work is  necessitated due to an emergency), which notice shall describe the nature of the entry or work  contemplated and the anticipated duration of the same.

10. Landlord Early Termination Right.  
10.1 Termination Right. Tenant hereby grants to Landlord an ongoing right to  terminate the Lease with respect to all or any full floor of the Premises, which right may be  exercised on multiple occasions during the remaining Lease Term (the “Landlord Termination  Right”). Landlord shall exercise the Landlord Termination Right by delivering not less than 90- 
days prior written notice to Tenant (the “Termination Notice”), which Termination Notice shall  indicate (i) the full floor or floors of the Premises as to which Landlord is electing to terminate the  Lease (the “Terminated Space”), and (ii) the elected date of termination (the “Termination  








Date”) which Termination Date shall not be less than 90-days nor more than twelve (12) months  after the date of delivery of the Termination Notice. If Landlord exercises the Landlord  Termination Right as provided above, then the Lease shall terminate and be of no further force or  effect with respect to the Terminated Space as of the Termination Date, and Landlord and Tenant  shall be relieved of their respective obligations under the Lease with respect to the Terminated  Space, except those obligations under the Lease which expressly survive the expiration or earlier  termination of the Lease (including, without limitation, the payment by Tenant of all amounts  owed by Tenant under the Lease with respect to the Terminated Space through and including the  Termination Date). Without limiting the generality of the foregoing, Tenant shall vacate and  surrender possession of the Terminated Space to Landlord on or before such Termination Date in  the condition otherwise required to be vacated and surrendered at the end of the Lease Term. In  the event Tenant fails to so surrender the Terminated Space to Landlord on or before the  Termination Date, the holdover provisions of Article 16 of the Office Lease shall apply (it being  understood and agreed that any holdover rent for purposes of Terminated Space will be based  upon, and limited to, the rentable square footage of the Terminated Space). 
10.2 Termination Fee. If Landlord exercises the Landlord Termination Right,  then Tenant shall be required to pay a fee (the “Termination Fee”) to Landlord, on or before the  applicable Termination Date, for the applicable Terminated Space. The Termination Fee shall be  equal to thirty percent (30%) of the total amount of (i) the Base Rent and (ii) Tenant’s Share of  Direct Expenses that would have been payable with respect to the Terminated Space from the  Termination Date through the natural expiration of the Lease Term (for purposes of calculating  the portion of the Termination due under this item (ii), the then current “Estimated Excess” as  defined in Section 4.4.2 of the Office Lease, shall be used for the remainder of the then calendar  year, and on January 1 of each calendar year occurring during the remainder of the then Lease  Term, the “Estimated Excess” shall be deemed to increase by the “Growth Factor” (as defined  herein), provided that in no event shall the Growth Factor exceed 5%. For purposes hereof, the “Growth Factor” shall mean the percentage increase in then “CPI,” as defined below, published  most recent to the applicable Termination Date over the CPI for the same month for the  immediately preceding calendar year. Tenant’s obligation to pay the Termination Fee shall survive  the termination of the Lease with respect to the Terminated Space as well as any subsequent  expiration of the Lease Term. For purposes of this Section 10.2, “CPI” shall mean the index of  the "All Items" Consumer Price Index for Urban Consumers for the San Francisco-Oakland-Hayward, CA, 1982-84=100, compiled by the U.S. Bureau of Labor Statistics or any successor  agency or successor index. 
10.3 Tenant Right to Sublease. Notwithstanding the terms of Section 10.1,  above, Tenant shall have the right to suspend Landlord’s Termination Right with respect to any portion of the Premises as to which Tenant is prepared to enter into a sublease with a third party  (the “Proposed Sublease Space”), by giving written notice to Landlord of Tenant’s intention to  sublease such space, which notice shall (i) designate the Proposed Sublease Space, and (ii) include  evidence that Tenant has entered into or is in the process of finalizing a letter of intent or proposal  to sublease with respect to such Proposed Sublease Space (the “Subleasing Notice”). If Landlord  fails to exercise the Landlord Termination Right with respect to the Proposed Sublease Space  within thirty (30) days after receipt of the Subleasing Notice, then (a) the Landlord Termination  Right shall be suspended for a period of ninety (90) days from the end of such 30-day period (or  from such earlier date that Landlord notifies Tenant that Landlord will not be exercising the  Landlord Termination Right) with respect to the Proposed Sublease Space (the “Suspension  Period”), and (b) if Tenant enters into a sublease of the Proposed Sublease Space (as sublet, the  “Sublet Space”) prior to the end of the Suspension Period, then so long as such 








sublease remains  in effect Landlord shall have no further Landlord Termination Right with respect to the Sublet Space. 
11. Counterparts. This Second Amendment may be executed in two or more identical  counterparts, with the same force and effect as if all required signatures were contained in a  single, original instrument. 
12. Manner of Execution. This Second Amendment may be executed via facsimile,  pdf or electronic signature (e.g., via DocuSign), and Landlord and Tenant hereby acknowledge  and agree that the same shall be fully effective in the same manner as if both parties hereto had  executed the same document in original counterparts by hand. . 
13. No Further Modification. Except as specifically set forth in this Second  Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full  force and effect.










IN WITNESS WHEREOF, this Second Amendment has been executed as of the Second  Amendment Effective Date. 


“LANDLORD”                 BCP-CG 650 PROPERTY LLC,  
a Delaware limited liability company 


By: /s/ McClure Kelly                    
Name:     McClure Kelly        
Title:       Senior Managing Director    


Date:       10/5/22             
The effective date of this Second Amendment 
shall be and remain the Second Amendment 
Effective Date. The date below the  
Landlord’s signature is merely intended to  
reflect the date of Landlord’s execution of this  
Agreement. 


“TENANT”                    AIRBNB, INC.,
                        a Delaware corporation


                        By:     /s/ Garth Bossow            
                        Name:     Garth Bossow                
                        Title:     Authorized Signatory