Table of Contents Under the terms of the 2019 warrant, we have the right to receive $1.5 billion on April 3, 2020 in exchange for the issuance of shares of our Class A common stock at a price of $ per share (subject to equitable adjustment in the event of any further stock split, stock dividend, reverse stock split or similar recapitalization event from the closing of this offering through April 3, 2020). Voting Arrangements Adam Neumann, our Co-Founder and Chief Executive Officer, and WE Holdings LLC, of which Adam Neumann serves as a managing member, have entered into voting arrangements with certain of our employees and investors. Certain voting arrangements that will remain in effect after the completion of this offering apply with respect to approximately shares of our Class A common stock and shares of our Class B common stock, which will represent approximately % of the total voting power of our outstanding capital stock upon completion of this offering (or approximately % of the total voting power of our outstanding capital stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock), and certain other voting arrangements that will remain in effect after the completion of this offering apply with respect to any shares of our Class C common stock corresponding to vested profits interests in the We Company Partnership. Under these voting arrangements, the stockholders have granted to Adam Neumann and, for all shares other than our Class C common stock, WE Holdings LLC (and in some cases, certain of their respective designees), an irrevocable proxy to vote the stockholders’ shares of Class A common stock, Class B common stock and Class C common stock on all matters to be voted on by stockholders. Depending on the manner in which such shares are held or the circumstances in which such shares were issued, such irrevocable proxies are subject to certain limited exceptions, including in connection with a liquidation event relating to The We Company, certain vesting or forfeiture events, or breaches by the proxy designee. In addition, certain of such irrevocable proxies exclude shareholder votes in connection with Section 280G(b)(5) of the Internal Revenue Code of 1986, as amended (the “Code”) or Section 242(b)(2) of the Delaware General Corporation Law, solely to the extent that such vote relates to any alteration or change in the powers, preferences or special rights of the applicable shares of capital stock. Each holder of unvested profits interests in the We Company Partnership, including Adam Neumann, has entered into an arrangement, which will remain in effect after the completion of this offering, to vote the shares of our Class C common stock corresponding to their unvested profits interests in the same proportion as the votes cast by other holders of our common stock. As of , 2019, shares of our Class C common stock are associated with unvested profits interests and would be voted pursuant to these voting arrangements. Provisions in Our Restated Certificate of Incorporation and Amended and Restated Bylaws Anti-Takeover Provisions Our restated certificate of incorporation and amended and restated bylaws contain provisions that could discourage, delay or prevent a change in control of our company or changes in our management that our stockholders may deem advantageous, including the following: • Multi Class Structure. As described above in “—Common Stock—Voting Rights,” our restated certificate of incorporation provides for multiple classes of common stock, including high-vote stock, which provides holders of our high-vote stock with the ability to control the outcome of matters requiring stockholder approval, even if such holders owns significantly less than a majority of the shares of our outstanding common stock. • Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at any meeting of stockholders. Our amended and restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at any meeting of stockholders. • Issuance of Undesignated Preferred Stock. Our board of directors will have the authority (subject to the approval of the holders of a majority of the Class B common stock then outstanding and subject to the terms of any class or series of preferred stock then outstanding), without further action by our stockholders, to issue up 192