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”).
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.
EXCHANGE AGREEMENTExchange Agreement • May 8th, 2023 • WeWork Inc. • Operators of nonresidential buildings • New York
This EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of May 5, 2023, by and among WeWork Inc., a Delaware corporation (“WeWork” or the “Company”), WeWork Companies LLC, a Delaware limited liability company (the “Issuer”), WW Co-Obligor Inc., a Delaware corporation (“Co-Obligor” and, together with the Issuer, the “Issuers” and the Issuers collectively with the Company, the “WeWork Parties” and each, a “WeWork Party”), SVF II Aggregator (Jersey) LP, a limited partnership established in Jersey (“SVF II Aggregator”), acting by its general partner, SVF II GP (Jersey) Limited, SVF II WW Holdings (Cayman) Limited, a Cayman Islands exempted company (“SVF II WW Holdings” and, together with SVF II Aggregator, the “SoftBank Unsecured Noteholders”), and SoftBank Vision Fund II-2 L.P., a limited partnership established in Jersey (“SVF II” and, together with the SoftBank Unsecured Noteholders, the “SoftBank Parties”), acting by its manager, SB Global Advisers Limited, a limited co
FIRST LIEN SENIOR SECURED PIK NOTES INDENTURE Dated as of May 5, 2023 Among WEWORK COMPANIES LLC, WW CO-OBLIGOR INC., THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral...Notes Indenture • May 8th, 2023 • WeWork Inc. • Operators of nonresidential buildings • New York
FIRST LIEN 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”), 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.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • May 8th, 2023 • WeWork Inc. • Operators of nonresidential buildings • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of May 5, 2023, by and among (i) WeWork Inc., a Delaware corporation (formerly known as BowX Acquisition Corp) (the “Company”), (ii) SVF Endurance (Cayman) Limited (“SVF 1”), (iii) SVF II WW Holdings (Cayman) Limited (formerly known as SB WW Holdings (Cayman) Limited) (“SVF 2”) and (iv) Benchmark Capital Partners VII (AIV), L.P. (“Benchmark Investor” and, together with SVF 1 and SVF 2, 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).
SECOND 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
SECOND 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.
MASTER FIRST LIEN SENIOR SECURED PIK NOTES NOTE PURCHASE AGREEMENT Dated as of: May 5, 2023 Relating to: Up to $300,000,000 15.00% (7.00% Cash/8.00% PIK) First Lien Senior Secured PIK Notes due 2027, Series II among WeWork Companies LLC, WW Co-Obligor...Notes Note Purchase Agreement • May 8th, 2023 • WeWork Inc. • Operators of nonresidential buildings • New York
MASTER FIRST LIEN SENIOR SECURED PIK NOTES NOTE PURCHASE AGREEMENT, dated as of May 5, 2023 (this “Agreement”), by and among WeWork Companies LLC, a Delaware limited liability company (the “Company”), WW Co-Obligor Inc., a Delaware corporation (the “Co-Obligor” and, together with the Company, the “Issuers”), and SoftBank Vision Fund II-2 L.P., a limited partnership established in Jersey (the “Purchaser”), acting by its manager, SB Global Advisers Limited, a limited company incorporated under the laws of England and Wales.
