SC 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power

0

Shared Voting Power

349,247,299

Sole Dispositive Power

0

Shared Dispositive Power

349,247,299

0001193125-21-315504.txt : 20211101 0001193125-21-315504.hdr.sgml : 20211101 20211101163618 ACCESSION NUMBER: 0001193125-21-315504 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20211101 DATE AS OF CHANGE: 20211101 GROUP MEMBERS: SB WW HOLDINGS (CAYMAN) LTD GROUP MEMBERS: SOFTBANK VISION FUND II-2 L.P. GROUP MEMBERS: SVF II AGGREGATOR (JERSEY) L.P. GROUP MEMBERS: SVF II HOLDINGS (DE) LLC GROUP MEMBERS: SVF II WW (DE) LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WeWork Inc. CENTRAL INDEX KEY: 0001813756 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 851144904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-91618 FILM NUMBER: 211367748 BUSINESS ADDRESS: STREET 1: 2400 SAND HILL RD., SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 212-818-8800 MAIL ADDRESS: STREET 1: 2400 SAND HILL RD., SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: BowX Acquisition Corp. DATE OF NAME CHANGE: 20200601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SB Global Advisers Ltd CENTRAL INDEX KEY: 0001883884 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 3JP BUSINESS PHONE: (650) 281-4473 MAIL ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 3JP FORMER COMPANY: FORMER CONFORMED NAME: SB Global Advisors Ltd DATE OF NAME CHANGE: 20210920 SC 13D 1 d253756dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

WeWork Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

96209A104

(CUSIP Number)

SB Global Advisers Limited

Attn: Spencer Collins

69 Grosvenor St

Mayfair, London W1K 3JP

44 0207 629 0431

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 20, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 96209A104		13D		Page 1 of 14 pages


1		Names of Reporting Persons SB WW Holdings (Cayman) Limited
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 96209A104		13D		Page 2 of 14 pages


1		Names of Reporting Persons SVF II WW (DE) LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 96209A104		13D		Page 3 of 14 pages


1		Names of Reporting Persons SVF II Holdings (DE) LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 96209A104		13D		Page 4 of 14 pages


1		Names of Reporting Persons SVF II Aggregator (Jersey) L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Jersey


CUSIP No. 96209A104		13D		Page 5 of 14 pages


1		Names of Reporting Persons SoftBank Vision Fund II-2 L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Jersey


CUSIP No. 96209A104		13D		Page 6 of 14 pages


1		Names of Reporting Persons SB Global Advisers Limited
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization England and Wales


CUSIP No. 96209A104		13D		Page 7 of 14 pages

Item 1.

Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of WeWork Inc., a Delaware corporation (the “Issuer”) whose principal executive offices are located at 575 Lexington Avenue, New York, New York 10022.

Prior to the consummation of the Business Combination (as defined below), the Issuer was known as BowX Acquisition Corp. (“BowX”).

Item 2.

Identity and Background.

The Schedule 13D is being filed by the following entities (each a “Reporting Person” and collectively, the “Reporting Persons”):

SB WW Holdings (Cayman) Limited

SVF II WW (DE) LLC

SVF II Holdings (DE) LLC

SVF II Aggregator (Jersey) L.P.

SoftBank Vision Fund II-2 L.P.

SB Global Advisers Limited

SB WW Holdings (Cayman) Limited is organized under the laws of the Cayman Islands. Each of SVF II WW (DE) LLC and SVF II Holdings (DE) LLC is organized under the laws of the State of Delaware. Each of SVF II Aggregator (Jersey) L.P. and SoftBank Vision Fund II-2 L.P. is organized under the laws of Jersey. SB Global Advisers Limited is organized under the laws of England and Wales.

The business address of each of SVF II WW (DE) LLC and SVF II Holdings (DE) LLC is 251 Little Falls Drive, Wilmington, DE 19808. The business address of SVF II Aggregator (Jersey) L.P. and SoftBank Vision Fund II-2 L.P. is Crestbridge Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The business address of SB Global Advisers Limited is 69 Grosvenor Street, London W1K 3JP, England, United Kingdom. Each of the Reporting Persons is principally engaged in the business of investments in securities.

The directors of SB Global Advisers Limited are Spencer Collins, Rajeev Misra, and Neil Hadley (collectively, the “Related Persons”).

Mr. Collins, a Managing Partner at SoftBank Global Advisers, is a citizen of the United Kingdom. Mr. Misra, Chief Executive Officer of SoftBank Investment Advisers, is a citizen of the United Kingdom. Mr. Hadley, Managing Partner and Chief Operating Officer of SoftBank Investment Advisers, is a citizen of the United Kingdom.

By virtue of the agreements made pursuant to the Stockholders Agreement (as defined below), the Reporting Persons and the Stockholder Members (as defined below) may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Shares beneficially owned by the Stockholder Members and their affiliates are not the subject of this Schedule 13D. For a description of the relationship between the Reporting Persons and the Stockholder Members, see Item 4 below.


CUSIP No. 96209A104		13D		Page 8 of 14 pages

During the last five years, none of the Reporting Persons or Related Persons (i) have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 4 below summarizes certain provisions of the Merger Agreement (as defined below) that pertain to the securities acquired by the Reporting Persons. Following the consummation of the Business Combination, the Reporting Persons’ existing common stock in WeWork Inc., a Delaware corporation (“Legacy WeWork”), automatically converted into shares of Class A Common Stock of the Issuer in accordance with the Merger Agreement.

Item 4.

Purpose of Transaction.

Business Combination

On October 20, 2021 (the “Closing Date”), pursuant to an Agreement and Plan of Merger, dated March 25, 2021 (the “Merger Agreement”), by and among BowX, BowX Merger Subsidiary Corp., a Delaware corporation and wholly owned subsidiary of BowX (“Merger Sub”), and Legacy WeWork, Merger Sub merged with and into Legacy WeWork (the “First Merger”), with Legacy WeWork surviving the First Merger as a wholly owned subsidiary of BowX. Immediately following and as part of the same overall transaction as the First Merger, Legacy WeWork merged with and into BowX Merger Subsidiary II, LLC, a Delaware limited liability company (“Merger Sub II”) and a direct wholly owned subsidiary of BowX, with Merger Sub II being the surviving entity of the merger (the “Second Merger” and, together with the First Merger and with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination, BowX changed its name to “WeWork Inc.” In connection with the closing of the Business Combination, each share of Legacy WeWork capital stock was automatically cancelled in exchange for shares of the Issuer’s Class A Common Stock on a 0.82619-for-1 basis, with the stockholders of Legacy WeWork becoming securityholders of the Issuer. As a result, SB WW Holdings (Cayman) Limited received 320,298,461 shares of Class A Common Stock.

Concurrently with and contingent upon the consummation of the Business Combination, the Issuer will issue to SB WW Holdings (Cayman) Limited or its designees the first warrant to purchase 28,948,838 shares of Class A Common Stock at a price of $0.01 per share (the “First Warrant”). The First Warrant will expire on the tenth anniversary of the Closing Date.


CUSIP No. 96209A104		13D		Page 9 of 14 pages

Stockholders Agreement

On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, the Issuer entered into a stockholders agreement (the “Stockholders Agreement”) with BowX Sponsor, LLC (the “Sponsor”), SB WW Holdings (Cayman) Limited, SVF Endurance (Cayman) Limited and Benchmark Capital Partners VII (AIV), L.P. (collectively, the “Stockholder Members”). Pursuant to the Stockholders Agreement, so long as each Stockholder Member continues to hold a specified amount of Class A Common Stock, then each Stockholder Member has the right to designate for nomination by the Issuer’s board of directors (the “Board”) the number of candidates for election to the Board as specified in the Stockholders Agreement.

With respect to designations by the Reporting Persons, the Stockholders Agreement further specifies that, while SB WW Holdings (Cayman) Limited will have the right to designate three candidates for election to the Board for so long as SB WW Holdings (Cayman) Limited and certain of its permitted transferees hold 50% of the outstanding shares of Class A Common Stock as of the Closing Date, after such time, for so long as SB WW Holdings (Cayman) Limited and certain of its permitted transferees hold a number of shares representing at least the percentage of the combined outstanding shares of Class A Common Stock and the Issuer’s Class C common stock, par value $0.0001 per share (the “Class C Common Stock”) as shown below, SB WW Holdings (Cayman) Limited will have the right to designate for nomination by the Board a number of candidates for election to the Board that, if elected, would result in SB WW Holdings (Cayman) Limited having nominated the number of directors serving on the Board as shown below (such person being nominated, the “SBWW Nominee,” and such person being elected the “SBWW Director”):

•

If 25% or greater of Class A Common Stock and Class C Common Stock, three SBWW Directors;

•

If less than 25% but greater than or equal to 15% of Class A Common Stock and Class C Common Stock, two SBWW Directors; and

•

If less than 15% but greater than or equal to 1% of Class A Common Stock and Class C Common Stock, one SBWW Director.

SB WW Holdings (Cayman) Limited will also have the right to have a pro rata number of SBWW Nominees appointed to serve on each committee of the Board for so long as SB WW Holdings (Cayman) Limited has the right to designate at least one director for election to the Board.

Amended and Restated Registration Rights Agreement

On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, the Issuer entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with the Sponsor, SB WW Holdings (Cayman) Limited, SVF II WW (DE) LLC and certain stockholders of BowX and Legacy WeWork. Pursuant to the Amended and Restated Registration


CUSIP No. 96209A104		13D		Page 10 of 14 pages

Rights Agreement, the Issuer agreed to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended, certain shares of Class A Common Stock and other equity securities of the Issuer that are held by the parties thereto from time to time. In certain circumstances, various parties to the Amended and Restated Registration Rights Agreement can collectively demand up to nine underwritten offerings and are entitled to piggyback registration rights, in each case subject to certain limitations as set forth in the Amended and Restated Registration Rights Agreement.

Lock-Up Agreement

In connection with the Business Combination, the Sponsor, SB WW Holdings (Cayman) Limited, SVF II WW (DE) LLC and certain of the Issuer’s officers, directors and stockholders each entered into a lock-up agreement (each, the “Lock-Up Agreement”) pursuant to which they agreed not to (a) sell or otherwise dispose of, or agree to sell or dispose of, directly or indirectly, any shares of Class A Common Stock held by such persons immediately after the Closing Date (the “Lock-Up Shares”), (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Lock-Up Shares, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b), for one year or nine months, as the case may be, after the Closing Date.

Irrevocable Proxy Agreement

On the Closing Date, the Issuer entered into an irrevocable proxy and power of attorney agreement (the “Proxy Agreement”) with SoftBank Group Corp., SB WW Holdings (Cayman) Limited and SVF II WW (DE) LLC. Pursuant to the Proxy Agreement, if at any meeting of the stockholders of the Issuer the aggregate number of voting securities held by the SoftBank Holders (as defined in the Proxy Agreement) would otherwise represent more than 49.90% of the voting securities present (in person or by proxy) at such meeting with respect to any vote or election submitted to the holders of shares of capital stock of the Issuer for approval (each, a “Stockholder Vote”), then the SoftBank Holders shall only be entitled to vote 49.90% of the voting securities present (in person or by proxy) and voting in such Stockholder Vote, with SBG (as defined in the Proxy Agreement) not voting the minimum number of its shares of Class A Common Stock (such minimum number of shares, the “Subject Shares”) as is required to reduce the combined voting power exercised by the SoftBank Holders to no more than 49.90% of the voting securities present (in person or by proxy) and voting at such Stockholder Vote. The Second Amended and Restated Certificate of Incorporation of the Issuer has a substantially similar provision. Additionally, pursuant to the Proxy Agreement, SBG irrevocably appointed the WW Executive (as defined in the Proxy Agreement) as its attorney and proxy, to the full extent of its voting rights with respect to the Subject Shares in such applicable Stockholder Vote, to vote all the Subject Shares in proportion to the votes cast by the stockholders of the Issuer (other than the SoftBank Holders) in such Stockholder Vote.

The foregoing descriptions of the Stockholders Agreement, the Amended and Restated Registration Rights Agreement, the Lock-Up Agreement and Proxy Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is attached as an exhibit to the Schedule 13D and is incorporated herein by reference.


CUSIP No. 96209A104		13D		Page 11 of 14 pages

Penny Warrants

In October 2019, Legacy WeWork entered into an agreement with SoftBank Group Corp. for additional financing. The agreement included a commitment, among others, from SBG for the provision of credit support for a $1.75 billion letter of credit facility with associated warrants issued to SoftBank Group Corp. to purchase a certain number of Legacy WeWork’s preferred stock at an exercise price of $0.02 per share (the “Penny Warrants”). The Penny Warrants became exercisable in April 2020 and expire on December 27, 2024. In February 2021, SoftBank Group Corp. partially exercised the Penny Warrants. In August 2021, the Penny Warrants were transferred to SVF II WW (DE) LLC. As a result of the Business Combination, the Penny Warrants held by SVF II WW (DE) LLC were cancelled and converted into the right to receive warrants to purchase shares of Class A Common Stock upon the same terms and conditions as were in effect with respect to the Penny Warrants immediately prior to the Business Combination.

General

The Reporting Persons acquired the securities described in this Schedule 13D in connection with the consummation of the Business Combination and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the Lock-Up Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Class A Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.


CUSIP No. 96209A104		13D		Page 12 of 14 pages

Item 5.

Interest in Securities of the Issuer.

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 696,492,801 shares of Class A Common Stock outstanding following the consummation of the Business Combination:


Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
SB WW Holdings (Cayman) Limited		349,247,299		48.1	%		0		349,247,299		0		349,247,299
SVF II WW (DE) LLC		354,304,605		48.5	%		0		354,304,605		0		354,304,605
SVF II Holdings (DE) LLC		354,304,605		48.5	%		0		354,304,605		0		354,304,605
SVF II Aggregator (Jersey) L.P.		354,304,605		48.5	%		0		354,304,605		0		354,304,605
SoftBank Vision Fund II-2 L.P.		354,304,605		48.5	%		0		354,304,605		0		354,304,605
SB Global Advisers Limited		354,304,605		48.5	%		0		354,304,605		0		354,304,605

SB WW Holdings (Cayman) Limited is the record holder of 320,298,461 shares of Class A Common Stock and may be deemed to beneficially own 28,948,838 shares of Class A Common Stock issuable upon exercise of the First Warrant. SVF II WW (DE) LLC may be deemed to beneficially own 5,057,306 shares of Class A Common Stock issuable upon exercise of the Penny Warrants.

SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II WW (DE) LLC. SB WW Holdings (Cayman) Limited is a wholly owned subsidiary of SVF II WW (DE) LLC. SB Global Advisers Limited has been appointed as manager and is exclusively responsible for making all final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments, including as held by SVF II WW (DE) LLC and SB WW Holdings (Cayman) Limited.

In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Stockholders Agreement, the Reporting Persons and the Stockholder Members may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. The Reporting Persons expressly disclaim any beneficial ownership of shares of Common Stock beneficially owned by the group members and their affiliates and such shares are not the subject of this Schedule 13D.


CUSIP No. 96209A104		13D		Page 13 of 14 pages

(c) Except as set forth in Items 3 and 4 above, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.

(d) None.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 4 above summarizes certain provisions of the Stockholders Agreement, Amended and Restated Registration Rights Agreement, Lock-Up Agreement and Proxy Agreement and is incorporated herein by reference. A copy of each of these agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

Except as set forth herein, none of the Reporting Persons nor any of the Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Materials to be Filed as Exhibits


Exhibit Number		Description

1		Joint Filing Agreement.

2		Stockholders Agreement, dated as of October 20, 2021, by and among WeWork Inc., BowX Sponsor, LLC, SB WW Holdings (Cayman) Limited, SVF Endurance (Cayman) Limited and Benchmark Capital Partners VII (AIV), L.P. (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on October 26, 2021).

3		Amended and Restated Registration Rights Agreement, dated as of October 20, 2021, by and among WeWork Inc., BowX Sponsor, LLC and certain stockholders of WeWork Inc. (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on October 26, 2021).

4		Lock-Up Agreement, dated as of October 20, 2021, by and between BowX and SVF II WW (DE) LLC.

5		Lock-Up Agreement, dated as of March 25, 2021, by and between BowX and SB WW Holdings (Cayman) Limited.

6		Irrevocable Proxy and Power of Attorney Agreement, dated as of October 20, 2021, by and among SoftBank Group Corp., SB WW Holdings (Cayman) Limited, SVF II WW (DE) LLC and the Issuer.


CUSIP No. 96209A104		13D		Page 14 of 14 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 1, 2021


SB WW Holdings (Cayman) Limited

By:		/s/ Karen Ellerbe
Name:		Karen Ellerbe
Title:		Director

SVF II WW (DE) LLC

By:		/s/ Matthew Johnson
Name:		Matthew Johnson
Title:		Director

SVF II Holdings (DE) LLC

By:		/s/ Matthew Johnson
Name:		Matthew Johnson
Title:		Director

SVF II Aggregator (Jersey) L.P.

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		General Counsel

SoftBank Vision Fund II-2 L.P.
By: SB Global Advisers Limited, its Manager

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		Director

SB Global Advisers Limited

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		Director

EX-99.1 2 d253756dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 1^st day of November, 2021.


SB WW Holdings (Cayman) Limited

By:		/s/ Karen Ellerbe
Name:		Karen Ellerbe
Title:		Director

SVF II WW (DE) LLC

By:		/s/ Matthew Johnson
Name:		Matthew Johnson
Title:		Director

SVF II Holdings (DE) LLC

By:		/s/ Matthew Johnson
Name:		Matthew Johnson
Title:		Director

SVF II Aggregator (Jersey) L.P.

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		General Counsel

SoftBank Vision Fund II-2 L.P.
By: SB Global Advisers Limited, its Manager

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		Director


SB Global Advisers Limited

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		Director

EX-99.4 3 d253756dex994.htm EX-99.4 EX-99.4

Exhibit 4

EXECUTION VERSION

LOCK-UP AGREEMENT

October 20, 2021

BowX Acquisition Corp.

2400 Sand Hill Rd., Suite 200

Menlo Park, CA 94025

Re: Lock-Up Agreement

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) is being delivered to BowX Acquisition Corp., a Delaware corporation (the “BowX”), in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among BowX, BowX Merger Subsidiary Corp., a Delaware Corporation (“Merger Sub”) and WeWork, Inc., a Delaware corporation (“WeWork”), 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.

In connection with the Merger, the PIPE Investment and other transactions contemplated in the Merger Agreement (collectively, the “Transactions”) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (the “Securityholder”) hereby agrees with the BowX as follows.

Subject to the exceptions set forth herein, the Securityholder agrees not to, without the prior written consent of the board of directors of the Company, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer or dispose of, or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) held by it immediately after the closing of the Transactions (the “Closing”), any shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock held by it immediately after the Closing, or any securities convertible into or exercisable or exchangeable for Common Stock held by it immediately after the Closing (the “Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) during the Lock-Up Period (as defined below) (the actions specified in clauses (i)-(iii), collectively, “Transfer”), in each case, until one year after the Closing (the “Lock-Up Period”); provided, however, that if any Lock-Up Stockholder (as defined below) enters into a letter agreement relating to the subject matter hereof on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver or amendment), the less restrictive terms and conditions in such letter agreement with such Lock-Up Stockholder shall apply to the Securityholder. “Lock-Up Stockholders” means SVF Endurance (Cayman) Limited, SB WW Holdings (Cayman) Limited, BowX Sponsor, LLC, Benchmark Capital Partners VII (AIV) L.P., Sandeep Mathrani, Benjamin Dunham, Vivek Ranadivé or Murray Rode.

The restrictions set forth in the immediately preceding paragraph shall not apply to:

(i)

in the case of an entity, Transfers to or distributions to any direct or indirect stockholder, partner, member or affiliate of such entity (or to any executive officer or director of such entity or of such entity’s affiliates) or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control or management with such entity or affiliates of such entity (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by or under common management as such partnership);

(ii)

in the case of an individual, Transfers by gift to members of the individual’s immediate family (as defined below) or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;

(iii)

in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual;

(iv)

in the case of an individual, Transfers pursuant to a qualified domestic relations order or divorce settlement;

(v)

in the case of an entity, Transfers by virtue of the laws of the state or jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity;

(vi)

transactions relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period;

(vii)

the exercise of any options or warrants to purchase Common Stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis);

(viii)

Transfers (including forfeitures) (x) to the Company to satisfy tax withholding obligations pursuant to equity incentive plans or arrangements of the Company or (y) pursuant to escrow arrangement with the Company with respect to tax withholding obligations pursuant to the Code;

(ix)

Transfers to the Company pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the Company or forfeiture of the Securityholder’s Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock in connection with the termination of the Securityholder’s service to the Company;

(x)

the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that (a) no sales of Securities, shall be made by Securityholder pursuant to such Trading Plan during the Lock-Up Period, and (b)(x) no public announcement or filing shall be made voluntarily regarding such plan during the Lock-Up Period or (y) if any public announcement is required of or voluntarily made by or on behalf of the Securityholder or the Company regarding such plan, then such announcement or filing shall include a statement to the effect that no Transfer may be made under such plan during the Lock-Up Period;

(xi)

transactions in the event of completion of a liquidation, merger, consolidation, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s securityholders having the right to exchange their shares of Common Stock for cash, securities or other property;

(xii)

transactions to satisfy any U.S. federal, state, or local income tax obligations of the Securityholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Merger from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Merger does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction; and

(xiii)

in connection with the creation of any charge, lien, mortgage, pledge or other security interest or posting as collateral of any of the Securityholder’s Securities in connection with a bona fide loan transaction; provided that prior to entering into the collateral agreement or similar agreement in connection with the loan transaction, each pledgee shall execute and deliver to the Company a lock-up agreement in substantially the form of this Letter Agreement to take effect in the event that the pledgee takes possession of the Securityholder’s Securities as a result of a foreclosure, margin call or similar disposition;

provided, however, that in the case of clauses (i) through (v), these permitted transferees must enter into a written agreement, in substantially the form of this Letter Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Securityholder and not to the immediate family of the transferee), agreeing to be bound by these Transfer restrictions; provided, further, that solely in the case of clause (i), members of a securityholder shall not be required to enter into such agreement if they will own shares with an aggregate value of less than $10,000,000 following such Transfer. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the Securityholder; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.

The Securityholder hereby represents and warrants that such Securityholder has full power and authority to enter into this Letter Agreement and that this Letter Agreement constitutes the legal, valid and binding obligation of the Securityholder, enforceable in accordance with its terms. Upon request, the Securityholder will execute any additional documents necessary in connection with enforcement hereof. Any obligations of the Securityholder shall be binding upon the successors and assigns of the Securityholder from and after the date hereof.

two business days prior to such release, send notice to the Securityholder stating the same percentage of Securities held by the Securityholder as is held by the Releasee on an as-converted basis shall be released from the restrictions set forth herein on the Release Date. The provisions of this paragraph will not apply if (i)(a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee agrees to be bound in writing by the restrictions set forth herein, or (ii) the aggregate value of the release or waiver does not exceed two million dollars calculated using the last reported closing price of the Common Stock on the exchange on which the Common Stock is listed on the Release Date multiplied by the number of shares being released (for the avoidance of doubt, each individual affiliate of the Releasee that is a party to a separate lock-up agreement with the Company shall be treated as the same stockholder).

This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

No party hereto may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Securityholder and each of its respective successors, heirs and assigns and permitted transferees.

This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in any Delaware Chancery Court, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

This Letter Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

This Letter Agreement shall automatically terminate upon the earlier to occur of the (i) the expiration of the Lock-Up Period and (ii) the termination of the Merger Agreement.

[remainder of page intentionally left blank]


Very truly yours,

SVF II WW (DE) LLC

/s/ Matthew Johnson
By:		Matthew Johnson
Title:		Director

Address:
c/o

Attention:
Email:

[Signature Page to Lock-Up Agreement]

EX-99.5 4 d253756dex995.htm EX-99.5 EX-99.5

Exhibit 5

LOCK-UP AGREEMENT

March 25, 2021

BowX Acquisition Corp.

2400 Sand Hill Rd., Suite 200

Menlo Park, CA 94025

Re: Lock-Up Agreement

Ladies and Gentlemen:

In order to induce BowX to proceed with the Merger, the PIPE Investment and other transactions contemplated in the Merger Agreement (collectively, the “Transactions”) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (the “Securityholder”) hereby agrees with the BowX as follows.

Subject to the exceptions set forth herein, the Securityholder agrees not to, without the prior written consent of the board of directors of the Company, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer or dispose of, or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) held by it immediately after the closing of the Transactions (the “Closing”), any shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock held by it immediately after the Closing, or any securities convertible into or exercisable or exchangeable for Common Stock held by it immediately after the Closing (the “Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) during the Lock-Up Period (as defined below) (the actions specified in clauses (i)-(iii), collectively, “Transfer”), in each case, until one year after the Closing (the “Lock-Up Period”); provided, however, that if any Lock-Up Stockholder (as defined below) enters into a letter agreement relating to the subject matter hereof on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver or amendment), the less restrictive terms and conditions in such letter agreement with such Lock-Up Stockholder shall apply to the Securityholder. “Lock-Up Stockholders” means SVF Endurance (Cayman) Limited, BowX Sponsor, LLC, Benchmark Capital Partners VII (AIV) L.P., Sandeep Mathrani, Benjamin Dunham, Vivek Ranadivé or Murray Rode.

The restrictions set forth in the immediately preceding paragraph shall not apply to:

(i)

(ii)

(iii)

in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual;

(iv)

in the case of an individual, Transfers pursuant to a qualified domestic relations order or divorce settlement;

(v)

in the case of an entity, Transfers by virtue of the laws of the state or jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity;

(vi)

(vii)

(viii)

(ix)

(x)

(xi)

(xii)

(xiii)

If a discretionary release or waiver from the restrictions set forth in this Letter Agreement is granted to any executive officer, director or holder that beneficially owns 1% or more of the outstanding shares of Common Stock of the Company immediately following the completion of the Merger (the “Releasee”), then the Securityholders’ Shares will be released on a pro rata basis from the restrictions hereunder, based on the number of securities held by the Securityholder immediately following the completion of the Merger on an as-converted basis (the “Release Date”). The Company shall, within two business days prior to such release, send notice to the Securityholder stating the same percentage of Securities held by the Securityholder as is held by the Releasee on an as-converted basis shall be released from the restrictions set forth herein on the Release Date. The provisions of this paragraph will not apply if (i)(a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee agrees to be bound in writing by the restrictions set forth herein, or (ii) the aggregate value of the release or waiver does not exceed two million dollars calculated using the last reported closing price of the Common Stock on the exchange on which the Common Stock is listed on the Release Date multiplied by the number of shares being released (for the avoidance of doubt, each individual affiliate of the Releasee that is a party to a separate lock-up agreement with the Company shall be treated as the same stockholder).

This Letter Agreement shall automatically terminate upon the earlier to occur of the (i) the expiration of the Lock-Up Period and (ii) the termination of the Merger Agreement.

[remainder of page intentionally left blank]

Very truly yours,

SB WW Holdings (Cayman) Limited

/s/ Stephen Lam

By: Stephen Lam

Title: Director

Address:

SB WW Holdings (Cayman) Limited

Walkers Corporate Limited

190 Elgin Avenue, George Town, Grand Cayman

KY1-9008 Cayman Islands

Attention: SBGI Legal

Email: sbgi-legal@softbank.com

[Signature Page to Lock-Up Agreement]

EX-99.6 5 d253756dex996.htm EX-99.6 EX-99.6

Exhibit 6

EXECUTION VERSION

IRREVOCABLE PROXY AND POWER OF ATTORNEY

This IRREVOCABLE PROXY AND POWER OF ATTORNEY (this “Proxy Agreement”) is entered into as of October 20, 2021, by and among SoftBank Group Corp., a Japanese kabushiki kaisha, SB WW Holdings (Cayman) Limited, a Cayman Islands exempted company with limited liability, SVF II WW (DE) LLC, a Delaware limited liability company, and BowX Acquisition Corp., a Delaware corporation (the “Company”). Reference is made to the Agreement and Plan of Merger (“Merger Agreement”), dated March 25, 2021, by and among the Company, BowX Merger Subsidiary Corp., a Delaware corporation, and WeWork Inc., a Delaware corporation. Certain capitalized terms used in this Proxy Agreement are defined in Section 1(d).

WHEREAS, pursuant to, and at the closing of the transactions contemplated in, the Merger Agreement, SB WW Holdings (Cayman) Limited, SVF and SVF II WW (DE) LLC will receive shares of Class A common stock, par value $0.0001 per share, of the Company (such shares, collectively, the “Shares”) and/or warrants exercisable for Shares.

WHEREAS, upon the terms of this Proxy Agreement, SBG desires to grant to the WW Executive a proxy and undertaking in respect of the voting rights attached to certain of the Shares.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to and authorize the following.

1. GRANT OF PROXY AND POWER OF ATTORNEY.

(a) If at any meeting of the stockholders of the Company, the aggregate number of voting securities held by the SoftBank Holders otherwise represent more than 49.90% of the voting securities present (in person or by proxy) at such meeting with respect to any vote or election submitted to the holders of shares of capital stock of the Company for approval (each, a “Stockholder Vote”), then the SoftBank Holders shall only be entitled to vote 49.90% of the voting securities present (in person or by proxy) and voting in such Stockholder Vote, with SBG not voting the minimum number of its Shares (such minimum number of Shares, the “Subject Shares”) as is required to reduce the combined voting power exercised by the SoftBank Holders to no more than 49.90% (rounded down to the nearest whole share) of the voting securities present (in person or by proxy) and voting at such Stockholder Vote. The Subject Shares shall automatically become subject to the Subject Shares Proxy (as defined below) in respect of such Stockholder Vote.

(b) SBG irrevocably appoints the WW Executive as its attorney and proxy, to the full extent of its voting rights with respect to the Subject Shares in such applicable Stockholder Vote, to vote all the Subject Shares in proportion to the votes cast by the stockholders of the Company (other than the SoftBank Holders) in such Stockholder Vote (the “Subject Shares Proxy”). For the avoidance of doubt, SBG retains all economic and all other non-voting rights, powers and preferences in and of the Subject Shares.

(c) For the avoidance of doubt, Shares transferred by the SoftBank Holders to a third party who is not a SoftBank Holder will not be subject to this Proxy Agreement or the Subject Shares Proxy.

(d) For purposes of this this Proxy Agreement:

(i) “Affiliate” means a person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person or entity;

(ii) “conflicted” means any person that has a direct relationship or arrangement with any SoftBank Holder;

(iii) “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise;

(iv) “SBG” means SoftBank Group Corp. and its Affiliates and SoftBank Vision Fund II-2 L.P. and its controlled Affiliates (including, for the avoidance of doubt, SB WW Holdings (Cayman) Limited and SVF II WW (DE) LLC but excluding, for the avoidance of doubt, the Company and its controlled Affiliates and SVF);

(v) “SoftBank Holders” means SBG and SVF;

(vi) “SVF” means SVF Endurance (Cayman) Limited and its successors and assigns that are controlled Affiliates of SoftBank Vision Fund L.P.; and

(vii) “WW Executive” means (A) a President of the Company, unless such President is conflicted in respect of the matter being voted upon, (B) if all Presidents of the Company are conflicted, the Treasurer of the Company, unless such Treasurer is conflicted in respect of the matter being voted upon, and (C) if all Presidents and the Treasurer of the Company are conflicted, the Secretary of the Company.

(e) As long as SBG is a stockholder of the Company, the Company shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without the affirmative vote of SBG, amend, alter or repeal this Section 1.

2. MISCELLANEOUS.

(a) The Subject Shares Proxy is coupled with an interest and is irrevocable (including in light of the fact that the WW Executive, and each subsequent officer who may become the WW Executive, is an equity holder and/or an officer of the Company).

(b) The WW Executive shall have discretion in exercising its rights and performing its obligations under this Proxy Agreement. The WW Executive, and the Company and its directors, officers, agents, employees, affiliates and other representatives (each such person other than the WW Executive, a “Company Party”), shall not have or incur any liability whatsoever by reason of any act or omission of such WW Executive in accordance with this Proxy Agreement, whether based upon mistake of fact or law or error of judgment, except in the case of WW Executive’s fraud, willful misconduct or gross negligence; it being understood that this sentence shall not limit the liability of any Company Party for its own acts or omissions. Notwithstanding the foregoing, this Section 2(b) shall not affect SBG’s right to specific performance, injunctive relief or any other equitable remedies available to enforce, or prevent any violations of, the provisions of this Proxy Agreement or the Subject Shares Proxy.

(c) SoftBank Group Corp. agrees to indemnify and hold harmless the WW Executive against all losses that the WW Executive suffers or may suffer in connection with the exercise of WW Executive’s obligations hereunder. Notwithstanding the foregoing, any losses suffered by the WW Executive as a result of WW Executive’s fraud, willful misconduct or gross negligence shall not be indemnified by SoftBank Group Corp.

(d) This Proxy Agreement, including the Subject Shares Proxy, shall be in effect until, and shall automatically terminate upon, the earlier of the date on which (i) the Softbank Holders cease to hold more than 49.90% of the voting power of the issued and outstanding shares of capital stock of the Company at any time after the closing of the transactions contemplated by the Merger Agreement (the “Merger Closing”), and (ii) Article V, Part A, Section 7 of the Amended and Restated Certificate of Incorporation of the Company is no longer in effect at any time after the Merger Closing.

(e) No provision of this Proxy Agreement may be amended, modified or waived, and this Proxy Agreement may not be terminated or cancelled (other than as expressly set forth herein), without the prior written consent of SoftBank Group Corp. and the Company, nor shall any unilateral waiver be permitted.

(f) All notices, requests and other communications made pursuant to this Proxy Agreement shall be in writing and shall be conclusively deemed to have been duly given when sent by confirmed electronic mail to the electronic mail address of the applicable party or parties as set forth on the signature pages hereto, if sent between 8:00 a.m. and 5:00 p.m. in the recipient’s local time on a business day, or on the next business day if sent other than between 8:00 a.m. and 5:00 p.m. in the recipient’s local time on a business day. A party may change or supplement the address given on its signature page hereto, or designate additional addresses, for purposes of this Section 2(f) by giving the other parties written notice of the new address in the manner set forth above.

(g) This Proxy Agreement, all acts and transactions pursuant hereto and the rights and obligations of the parties shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. Any legal suit, action or proceeding relating to, arising out of or arising under this Proxy Agreement shall be brought in the District Court of Delaware or the Delaware Court of Chancery (or if such court does not have jurisdiction, the Superior Court of Delaware), and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

(h) The headings in this Proxy Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) This Proxy Agreement may be executed in any number of textually identical counterparts (including by means of email or other electronic transmission), any one of which need not contain the signatures of more than one party, but all of such counterparts together shall constitute one agreement.

(j) The WW Executive may not assign any of its rights or obligations hereunder without the prior written consent to such assignment by SoftBank Group Corp. and the Company. Any attempted or purported assignment in violation of the foregoing sentence shall be null and void ab initio and of no force and effect. Each of the SoftBank Holders may assign its rights and obligations hereunder to any of its affiliates to which it transfers any Shares (except that the parties agree that, notwithstanding any provision of this Proxy Agreement to the contrary, following any such transfer, the power to amend, modify, terminate or cancel this Proxy Agreement (to the extent permitted by this Proxy Agreement) shall remain with SoftBank Group Corp.), and any such affiliate to which Shares are transferred shall execute a joinder to this Proxy Agreement prior to such transfer (but only with respect to the Shares to be held by such person), with such transfer subject to the execution and delivery of such joinder. This Proxy Agreement and each provision hereof will inure to the benefit of and be enforceable by the parties and their successors and permitted assigns, subject to the immediately preceding sentence.

(k) If it is determined by a court of competent jurisdiction that any provision of this Proxy Agreement is invalid under applicable law, then (i) such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of this Proxy Agreement and (ii) to the fullest extent possible, such provision shall be adjusted to conform to applicable law so as to be valid and enforceable.

(l) Each of the parties acknowledges that (i) the rights of the parties under this Proxy Agreement are unique; (ii) it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations imposed on them by this Proxy Agreement; and (iii) in the event of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law. Any such party shall, therefore, in addition to any other

remedies that may be available to a party upon any such violation, be entitled to injunctive relief, including specific performance, to enforce such obligations, and if any action shall be brought in equity to enforce any of the provisions of this Proxy Agreement, then none of the parties shall raise the defense that there is an adequate remedy at law. Each party waives any requirement for the security or posting of any bond in connection with such enforcement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Proxy Agreement as of the date first written above.


SOFTBANK GROUP CORP.

By:		/s/ Masayoshi Son
Name:		Masayoshi Son
Title:		Representative Director, Corporate Officer,
		Chairman & CEO

Email:

Address:

1-7-1, Kaigan
Minato-Ku Tokyo 105-7537 Japan

[Signature Page to Proxy Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Proxy Agreement as of the date first written above.


SB WW HOLDINGS (CAYMAN) LIMITED

By:		/s/ Karen Ellerbe
Name:		Karen Ellerbe
Title:		Director

Email:

Address:

SVF II WW (DE) LLC

By:		/s/ Matthew Johnson
Name:		Matthew Johnson
Title:		Director

Email:

Address:

[Signature Page to Proxy Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Proxy Agreement as of the date first written above.


BOWX ACQUISITION CORP.

By:		/s/ Murray Rode
Name:		Murray Rode
Title:		Co-Chief Executive Officer, Chief Financial
		Officer, Secretary and Treasurer

Email: murray@bowcapital.com

Address: 2400 Sand Hill Rd., Suite 200
		Menlo Park, CA
		94025

[Signature Page to Proxy Agreement]