Table of Contents WEWORK COMPANIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 2019, for a fixed per share price of $110. The interest accrual start date per the Amended Convertible Note was also extended to December 31, 2019. Under the amended 2018 warrant, the amount of a payment to be made in April 2019 from SBWW Cayman to the Company (the “April 2019 Payment”) was reduced from $1.5 billion to $1.0 billion and the amendment modified the conversion price per share to be a fixed price of $110. The April 2019 Payment is subject, under the amended 2018 warrant, to increase by not more than $500 million, as discussed below. In January 2019 the Company drew down on the first tranche of the amended 2018 warrant and received $1.5 billion in cash from SBWW Cayman. In April 2019 the Company drew down on the second tranche of the amended 2018 warrant and received $1.0 billion in cash from SBWW Cayman. In January 2019, the Company entered into a warrant with SBWW Cayman pursuant to which the Company agreed to issue shares of the Company’s capital stock (the “2019 warrant”). Under the terms of the 2019 warrant, in exchange for the issuance of the Company’s capital stock, SBWW Cayman will make a payment of $1.5 billion on April 3, 2020. The right of SBWW Cayman to receive shares of the Company’s capital stock will be automatically exercised on April 3, 2020 at a per-share price of $110. Additionally, under the terms of the 2019 warrant, SBWW Cayman agreed to launch a tender offer to purchase up to $1.0 billion of shares of currently-outstanding equity securities (including vested options, exercisable warrants and convertible notes) from equity holders of the Company. If SBWW Cayman purchases less than $1.0 billion in connection with the tender offer, the April 2019 Payment may be increased by the difference between the dollar amount of the aggregate purchases in the tender offer and $1.0 billion, but such amount shall not exceed $500 million in any event. In April 2019, the tender offer closed and SBWW Cayman purchased the full $1.0 billion of currently-outstanding equity securities. The Convertible Note and the 2019 warrant were reissued on March 7, 2019, in connection with the assignment of the Convertible Note and the 2019 warrant, respectively, from SoftBank Group Corp. to SBWW Cayman. In February 2019, the Company invested $50 million for a 17.4% interest in a joint venture that simultaneously closed on the acquisition of a $850 million real estate investment located in New York City (the “424 Fifth Venture”). The WPI Fund is also a 39.1% owner in the 424 Fifth Venture. The 424 Fifth Venture was initially capitalized with a total of $287 million of equity and a debt facility of up to $900 million, of which, approximately $600 million was drawn down at closing. The Company also entered into agreements with wholly owned subsidiaries of the 424 Fifth Venture to manage the redevelopment of the property, and subsequently manage the operations and lease the property from the 424 Fifth Venture after the redevelopment is completed. The lease agreement includes total future minimum rental payments of approximately $1.7 billion over the 20 year lease. The Company’s $50 million contribution to the 424 Fifth Venture was funded through the February 2019 conversion of the $50 million convertible note previously issued by the Company to a wholly-owned subsidiary of the WPI Fund during the year ended December 31, 2018. In February 2019, the Board of Directors of the Company designated and authorized 45,454,548 shares of preferred stock as Series G-1 Preferred Stock (“Series G-1 Preferred Stock”). The Series G-1 Preferred Stock has a conversion price and liquidation preference of $110 per share and may, in certain circumstances, be issued upon the conversion of the Amended Convertible Note, Amended 2018 warrant and 2019 warrant. In March 2019, the Company’s board of directors approved, and the Company issued, option awards to members of the Company’s senior management and other employees in respect of 48,510,093 shares of the Company’s Class B common stock. In March 2019, the Company also amended its Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock in connection with these option grants. The options have a per-share exercise price equal to the fair market value of the Company’s Class B common stock on the date of grant. A substantial portion of the grant has performance-based vesting conditions, including vesting conditions tied to a sale of the Company, an initial public offering and significant increases in market capitalization, and sales of the Company’s outstanding preferred stock at various valuations. F-64