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 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.
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).
AGREEMENT AND PLAN OF MERGER by and among BOWX ACQUISITION CORP., BOWX MERGER SUBSIDIARY CORP., and WEWORK INC. dated as of March 25, 2021Agreement and Plan of Merger • March 30th, 2021 • BowX Acquisition Corp. • Blank checks • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2021 • BowX Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 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
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • March 30th, 2021 • BowX Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of March 25, 2021, by and among BowX Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and WeWork Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 30th, 2021 • BowX Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR SUPPORT AGREEMENT (this “Sponsor Agreement”) is dated as of March 25, 2021, by and among BOWX SPONSOR, LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), BOWX ACQUISITION CORP., a Delaware corporation (“Acquiror”), and WEWORK, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • March 30th, 2021 • BowX Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of March 25, 2021, by and among BowX Acquisition Corp., a Delaware corporation (“Acquiror”), [SB WW Holdings (Cayman) Limited][SVF Endurance (Cayman) Limited] (the “Company Stockholder”), and WeWork Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
