REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2020 • BowX Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2020, by and among BowX Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 28th, 2020 • BowX Acquisition Corp. • Blank checks • New York
This Indemnification Agreement, made and entered into effective as of the ___ day of _____, 2020 (“Agreement”), by and between BowX Acquisition Corp., a Delaware corporation (“Company”), and ___________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 10th, 2020 • BowX Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of August 4, 2020 by and between BowX Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SUBSCRIPTION AGREEMENT1Subscription Agreement • March 30th, 2021 • BowX Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 25th day of March, 2021, by and among BOWX ACQUISITION CORP., a Delaware corporation (the “Issuer”), and the undersigned subscriber (“Subscriber”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • October 26th, 2021 • WeWork Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of _______________, is made by and between WEWORK INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
SENIOR NOTES INDENTURE Dated as of July 10, 2020 Among WEWORK COMPANIES LLC, WEWORK CO INC., THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.00% SENIOR NOTES DUE 2025Senior Notes Indenture • November 10th, 2021 • WeWork Inc. • Blank checks • New York
INDENTURE, dated as of July 10, 2020, among WeWork Companies LLC, a limited liability company incorporated under the laws of Delaware (the “Company”), WeWork CO Inc., a Delaware corporation (the “Co-Obligor”), the Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee.
BowX Acquisition Corp. Menlo Park, CA 94025 UBS Securities LLC New York, New York 10005Letter Agreement • July 28th, 2020 • BowX Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between BowX Acquisition Corp., a Delaware corporation (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several Underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
WARRANT AGREEMENTWarrant Agreement • August 10th, 2020 • BowX Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of August 4, 2020 between BowX Acquisition Corp., a Delaware corporation, with offices at 2400 Sand Hill Road, Menlo Park, CA 94025 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
ContractWeWork Inc. • October 26th, 2021 • Blank checks • New York
THIS WARRANT AND ANY SHARES ACQUIRED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR QUALIFICATION OR EXEMPTION THEREFROM UNDER SAID ACT PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractEmployment Agreement • May 10th, 2023 • WeWork Inc. • Operators of nonresidential buildings • New York
BOWX ACQUISITION CORP. 42,000,000 Units Underwriting AgreementUnderwriting Agreement • August 10th, 2020 • BowX Acquisition Corp. • Blank checks • New York
BowX Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 42,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 6,300,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires.
AGREEMENTAgreement • July 28th, 2020 • BowX Acquisition Corp. • Blank checks • New York
THIS AGREEMENT (this “Agreement”), is dated as of July 16, 2020, by and among BOWX ACQUISITION CORP., a Delaware corporation (the “Company”), VIVEK Ranadivé (“Ranadivé) and MURRAY RODE (“Rode” and each of Ranadivé and Rode a “Sponsor” and collectively the “Sponsors”), and _______________ (“Subscriber”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 10th, 2021 • WeWork Inc. • Blank checks • New York
Fifth Supplemental Indenture (this “Fifth Supplemental Indenture”), dated as of July 15, 2019, among WeWork Companies LLC, a Delaware limited liability company (the “Successor Company”), as successor to WeWork Companies Inc., a Delaware corporation (the “Company”), WeWork CO Inc., a Delaware corporation (the “Co-Obligor”), the guarantors listed on the signature pages hereto (the “Existing Guarantors”), The We Company, a Delaware corporation (the “New Guarantor”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]...WeWork Inc. • October 26th, 2021 • Blank checks
THIS THIRD AMENDED AND RESTATED AGREEMENT OF EXEMPTED LIMITED PARTNERSHIP OF THE WE COMPANY MANAGEMENT HOLDINGS L.P., dated on October 20, 2021 (the “Effective Date”), is entered into by and among The We Company MC LLC, a Delaware limited liability company (“TWC MC”), The We Company Management LLC, a Delaware limited liability company (“WCM”), Euclid WW Holdings Inc., a Delaware corporation, each of the other Limited Partners (as defined herein) and, in its capacity as the parent company of TWC MC and not as a Partner in the Partnership, WeWork Inc., a Delaware corporation (“Super HoldCo”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2020 • BowX Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 4th day of August, 2020, by and among BowX Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED MASTER SENIOR SECURED NOTES NOTE PURCHASE AGREEMENT Dated as of: October 20, 2021 Relating to: Up to $550,000,000 7.50% Senior Secured Notes of WeWork Companies LLC between WeWork Companies LLC, WW Co-Obligor Inc. and StarBright WW LPPledge and Security Agreement • November 10th, 2021 • WeWork Inc. • Blank checks • New York
WHEREAS, pursuant to that certain Master Transaction Agreement (as it may be amended or superseded from time to time, the “MTA”), dated as of October 22, 2019, by and among The We Company, a Delaware corporation (“Holdings”), SoftBank Group Corp., a corporation incorporated under the laws of Japan (kabushiki kaisha) (“SBG”), SoftBank Vision Fund (AIV M1) L.P., a limited partnership organized under the laws of Delaware, Adam Neumann and We Holdings LLC, a limited liability company formed under the laws of Delaware, among other things, SBG committed (the “MTA Commitment”) to provide (either by itself or through its Affiliates (as defined therein)) debt financing in an aggregate original principal amount of up to US$1,100,000,000 to the Company and its Subsidiaries (as defined therein), on the terms and subject to the conditions of the MTA, including the terms set forth in Exhibit A to the MTA;
SUPPLEMENTAL INDENTURE NO. 3WeWork Inc. • November 10th, 2021 • Blank checks • New York
Supplemental Indenture No. 3 (this “Third Supplemental Indenture”), dated as of October 19, 2020, among WeWork Companies LLC, a Delaware limited liability company (the “Company”), WW Co-Obligor Inc., a Delaware corporation (the “Co-Obligor”), the guarantors listed on the signature pages hereto (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER SENIOR SECURED NOTES NOTE PURCHASE AGREEMENTNotes Note Purchase Agreement • December 16th, 2021 • WeWork Inc. • Blank checks • Delaware
This AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER SENIOR SECURED NOTES NOTE PURCHASE AGREEMENT, dated as of December 16, 2021 (this “Amendment”), is entered into by and among WeWork Companies LLC, a Delaware limited liability company (the “Company”), WW Co-Obligor Inc., a Delaware corporation (the “Co-Obligor”), and StarBright WW LP, a Cayman Islands exempted limited partnership (the “Purchaser”), acting by its general partner, StarBright Limited, a Cayman Islands exempted company.
ContractBowX Acquisition Corp. • May 14th, 2021 • Blank checks • New York
THIS WARRANT AND ANY SHARES ACQUIRED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR QUALIFICATION OR EXEMPTION THEREFROM UNDER SAID ACT PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FORM OF LOCK-UP AGREEMENTLetter Agreement • March 30th, 2021 • BowX Acquisition Corp. • Blank checks • Delaware
This letter agreement (this “Letter Agreement”) is being delivered to [WeWork, Inc., a Delaware corporation (“WeWork”)]3 [BowX Acquisition Corp., a Delaware corporation (the “BowX”)]4, in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among [BowX Acquisition Corp., a Delaware corporation (“BowX” or the “Company”)]5[BowX]6, BowX Merger Subsidiary Corp., a Delaware Corporation (“Merger Sub”) and [WeWork]7[[WeWork, Inc.], a Delaware corporation (“WeWork”)]8, pursuant to which, among other things, Merger Sub will be merged with and into WeWork on the Closing Date (the “Merger”), with WeWork surviving the Merger as a wholly owned subsidiary of BOWX. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement.
Transition Agreement and General Release (“Agreement”) We Work Management LLC (the “Company”) and Jared DeMatteis, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “you” or “your”),...Transition Agreement and General Release • May 10th, 2023 • WeWork Inc. • Operators of nonresidential buildings
March 25, 2021.” 4. No Other Changes. Except as expressly amended by this Amendment, all of the terms of the Employment Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed...Employment Agreement • March 17th, 2022 • WeWork Inc. • Blank checks
AMENDED AND RESTATED SENIOR NOTES INDENTURE Dated as of December 16, 2021 Among WEWORK COMPANIES LLC, WW CO-OBLIGOR INC., THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.00% SENIOR NOTES DUE 2025Senior Notes Indenture • December 16th, 2021 • WeWork Inc. • Blank checks • New York
AMENDED AND RESTATED SENIOR NOTES INDENTURE, dated as of December 16, 2021, among WeWork Companies LLC, a limited liability company incorporated under the laws of Delaware (the “Company”), WW Co-Obligor Inc. (as successor to WeWork CO Inc.), a Delaware corporation (the “Co-Obligor”), the Guarantors listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee.
wework. 2 WeWork UK – Anthony Yazbeck to constitute a change to the terms of your employment, you and your manager will use your respective best efforts to come to agreement on the details of any such arrangement. 4. HOURS OF WORK 4.1 Your normal...WeWork Inc. • March 17th, 2022 • Blank checks
SUPPLEMENTAL INDENTURE NO. 7WeWork Inc. • November 10th, 2021 • Blank checks • New York
Supplemental Indenture No. 7 (this “Seventh Supplemental Indenture”), dated as of February 22, 2021, among WeWork Companies LLC, a Delaware limited liability company (the “Company”), WW Co-Obligor Inc., a Delaware corporation (the “Co-Obligor”), the guarantors listed on the signature pages hereto (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).
BOWX ACQUISITION CORP.BowX Acquisition Corp. • July 28th, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 (File No. 333-239941) (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of BowX Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation of the trust account established in connection with the IPO (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), [AFFILIATE] shall make available to the Company certain office space and administrative services as may be required by the Company from time to time, situated at 2400 Sand Hill Rd., Suite 200, Menlo Park, CA 94025 (or any successor location) at no cost to the Company. [AFFILIATE] hereby agrees that it does not have any right, title, interest or claim of any kind in o
FORM OF STOCKHOLDERS AGREEMENTForm of Stockholders Agreement • March 30th, 2021 • BowX Acquisition Corp. • Blank checks • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, by and among (i) WeWork Inc., a Delaware corporation (formerly known as BowX Acquisition Corp) (the “Company”), (ii) BowX Sponsor, LLC, a Delaware limited liability company (“BowX Investor”), (iii) SB WW Holdings (Cayman) Limited (“SB Investor”), (iv) SVF Endurance (Cayman) Limited (“VF Investor”), (v) [Benchmark Entity] (“Benchmark Investor” and, together with BowX Investor, SB Investor and VF Investor, each a “Stockholder” and collectively, the “Stockholders”). Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Merger Agreement (as defined below).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 26th, 2021 • WeWork Inc. • Blank checks • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2021, by and among (i) WeWork Inc., a Delaware corporation (formerly known as BowX Acquisition Corp) (the “Company”), (ii) BowX Sponsor, LLC, a Delaware limited liability company (“BowX Investor”), (iii) SB WW Holdings (Cayman) Limited (“SB Investor”), (iv) SVF Endurance (Cayman) Limited (“VF Investor”), (v) Benchmark Capital Partners VII (AIV), L.P. (“Benchmark Investor” and, together with BowX Investor, SB Investor and VF Investor, each a “Stockholder” and collectively, the “Stockholders”). Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Merger Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2023 • WeWork Inc. • Operators of nonresidential buildings • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 5, 2023, is entered into by and among (i) WeWork Inc., a Delaware corporation (the “Company”), (ii) the investors listed on the signature pages hereto as the “Ad Hoc Holders” (the “Ad Hoc Holders”), (iii) the investors listed on the signature pages hereto as the “SoftBank Holders” (the “SoftBank Holders”) and (iv) the other investors listed on the signature pages hereto (collectively with the Ad Hoc Holders, the SoftBank Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each a “Holder”).
ELEVENTH SUPPLEMENTAL INDENTUREEleventh Supplemental Indenture • March 17th, 2022 • WeWork Inc. • Blank checks • New York
Eleventh Supplemental Indenture (this “Supplemental Indenture”), dated as of February 22, 2022, among WeWork Inc., a Delaware corporation (the “Guaranteeing Parent”), an indirect parent of WeWork Companies LLC, a Delaware limited liability company (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • October 18th, 2021 • BowX Acquisition Corp. • Blank checks
This BACKSTOP SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 13th day of October, 2021, by and among BOWX ACQUISITION CORP., a Delaware corporation (the “Issuer”), and the undersigned subscriber (“Subscriber”).
THIRD LIEN EXCHANGEABLE SENIOR SECURED PIK NOTES INDENTURE Dated as of May 5, 2023 Among WEWORK COMPANIES LLC, WW CO-OBLIGOR INC., WEWORK INC., THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as...WeWork Inc. • May 8th, 2023 • Operators of nonresidential buildings • New York
THIRD LIEN EXCHANGEABLE SENIOR SECURED PIK NOTES INDENTURE, dated as of May 5, 2023, by and among WeWork Companies LLC, a limited liability company incorporated under the laws of Delaware (the “Company”), WW Co-Obligor Inc., a Delaware corporation (the “Co-Obligor”), WeWork Inc., a Delaware corporation, the Guarantors listed on the signature pages hereto and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as Trustee and as Collateral Agent.
SUPPLEMENTAL INDENTURE NO. 9WeWork Inc. • November 10th, 2021 • Blank checks • New York
Supplemental Indenture No. 9 (this “Ninth Supplemental Indenture”), dated as of April 22, 2021, among WeWork Companies LLC, a Delaware limited liability company (the “Company”), WW Co-Obligor Inc., a Delaware corporation (the “Co-Obligor”), the guarantors listed on the signature pages hereto (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2021 • WeWork Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2021, is entered into by and among WeWork Inc., a Delaware corporation, formerly known as BowX Acquisition Corp. (the “Company”), BowX Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) together with the undersigned parties listed under BowX Investors on the signature pages hereto (the “BowX Investors”), SOF-X WW Holdings, L.P., a Delaware limited partnership, and SOF-XI WW Holdings, L.P., a Delaware limited partnership (collectively, the “Starwood Investors”), and Insight Entity (the “Insight Investor” and together with the Starwood Investors, the “Anchor Investors”), the undersigned parties listed under Windmill Investors on the signature pages hereto (the “Windmill Investors” and, collectively with the BowX Investors, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” an
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • March 17th, 2022 • WeWork Inc. • Blank checks • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 22, 2022, between WeWork Inc., a Delaware corporation (the “Guaranteeing Parent”), an indirect parent of WeWork Companies LLC, a Delaware limited liability company (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
