Table of Contents Regional Joint Ventures SoftBank entities have invested or committed to invest approximately $1.65 billion in ChinaCo, JapanCo and PacificCo. See “—Regional Joint Ventures and Strategic Partnerships”. Creator Fund During 2018, we launched a venture capital fund (the “Creator Fund”) to promote our business through award programs (currently styled as “Creator Awards”) and such other investments in our members as we may determine. Softbank Group Capital Limited, a 99.99% equity owner in the Creator Fund, has committed $180 million to fund these awards. As of June 30, 2019, Softbank Group Capital Limited had funded $50.7 million of this amount. In March 2019, we entered into an agreement pursuant to which Softbank Group Capital Limited will reimburse us up to $80 million for our performance of underwriting and production services for Creator Awards events between September 2017 and January 2021. Softbank Group Capital Limited funded $20 million during 2017 and an additional $40 million in 2019 related to Creator Award events that occurred during the period from September 1, 2017 through March 31, 2019. We expect to receive the remaining $20 million in January 2020. Rights of First Refusal We have entered into a stockholders’ agreement with the holders of our capital stock. The stockholders’ agreement grants to us a 10-day right of first refusal over most shares of our Class A common stock and Class B common stock, allowing us to purchase such shares on the same terms before the holder may sell the shares to other parties. In the event that we decline to exercise our right of first refusal, the stockholders’ agreement also grants to major holders of our senior preferred stock a similar 15-day right of first refusal, or the right to sell their own shares, on a pro rata basis, on the same terms. Since January 1, 2016, we have waived on certain occasions our right of first refusal in connection with the transfer by certain of our directors, executive officers and holders of more than 5% of a class of our capital stock and their affiliates. The stockholders’ agreement terminates automatically in accordance with its terms immediately prior to the completion of this offering. Registration Rights Agreement We and certain of our stockholders, including certain holders of at least 5% of a class of our common stock and entities affiliated with certain of our directors, are parties to a registration rights agreement. See “Description of Capital Stock—Registration Rights”. Indemnification Agreements Our restated certificate of incorporation will provide that we will indemnify our directors and officers to the fullest extent permitted by law, and we have entered into agreements with all of our existing directors and executive officers to that effect. We are also party to indemnification agreements, which predate the conversion of WeWork Companies LLC to WeWork Companies Inc. in May 2013, with Benchmark and two other shareholders (Ariel Tiger and DAG Ventures) that no longer hold more than 5% of any class of our capital stock. Operating Partnership The We Company Partnership is owned by certain direct and indirect subsidiaries of The We Company and certain members of our management team and related entities. The Partnership Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part, and the following description of the Partnership Agreement is qualified by reference thereto in its entirety. As a result of its interests in the general partner of the We Company Partnership, and subject to certain restrictions set forth in the Partnership Agreement, The We Company generally controls all of the affairs and decision-making of the We Company Partnership. As such, The We Company is responsible for all operational and administrative decisions of the We Company Partnership and the day-to-day management of the We Company Partnership’s business. Furthermore, the general partner of the We Company Partnership cannot be removed as the general partner of the We Company Partnership without the approval of The We Company. 203