Table of Contents Holders of our Class C common stock do not have any rights to receive dividends, except that in the event that any stock split, stock combination, reclassification, recapitalization or stock dividend is effectuated with respect to shares of our Class A common stock and Class B common stock, a corresponding stock split, stock combination, reclassification, recapitalization or stock dividend will be made with respect to shares of our Class C common stock in the same proportion and manner. Liquidation In the event of our dissolution, liquidation or winding-up of our affairs, whether voluntary or involuntary, after payment of all our preferential amounts required to be paid to the holders of any series of preferred stock, our remaining assets legally available for distribution, if any, will be distributed among the holders of the shares of Class A common stock and Class B common stock, treated as a single class, pro rata based on the number of shares held by each such holder. Holders of our Class C common stock do not have any rights to receive distributions upon liquidation. Subdivisions and Combinations If we reclassify, subdivide or combine in any manner our outstanding shares of Class A common stock, Class B common stock or Class C common stock, then all outstanding shares of Class A common stock, Class B common stock and Class C common stock will be reclassified, subdivided or combined in the same proportion and manner. Conversion, Exchange and Transferability Shares of Class A common stock and Class C common stock are not convertible into any other class of shares. Each outstanding share of Class B common stock may at any time, at the option of the holder, be converted into one share of Class A common stock. In addition, each outstanding share of Class B common stock will automatically be converted into one share of Class A common stock upon any transfer of such share, except for certain permitted transfers described in our restated certificate of incorporation, including the following: • transfers made to affiliates (including immediate family members); • transfers to other holders of Class B common stock; • transfers to certain qualified charitable organizations (so long as the transferor maintains sole dispositive power and exclusive voting control with respect to such transferred shares); • transfers made by any entity controlled by our co-founders to its partners, members or stockholders; • transfers of membership or other ownership interests in WE Holdings LLC to affiliates (including immediate family members) or to another stockholder, employee or former employee of The We Company; and • transfers approved by a majority of our board of directors. In the event of Adam’s death, the shares of high-vote stock that Adam owns will transfer to the persons or entities that he designates. In the event the designated persons or entities are permitted transferees (as defined in the certificate of incorporation), such shares of high-vote stock will not be subject to automatic conversion. In addition, all of our shares of Class B common stock will automatically convert into shares of Class A common stock, and all of our shares of Class C common stock will be entitled to only one vote per share, from and after the date on which the aggregate number of outstanding shares of our Class B common stock and vested Class C common stock held by Adam Neumann and certain of his permitted transferees represents less than 5% of the aggregate number of Class A common stock, Class B common stock and vested Class C common stock, together as a class. Other than as described above, our Class B common stock will not automatically be converted into Class A common stock. Each holder of partnership interests in the We Company Partnership (other than direct and indirect subsidiaries of The We Company) will hold one share of Class C common stock per partnership interest in the We Company Partnership. Subject to certain restrictions, holders of partnership interests (other than direct and indirect subsidiaries of The We Company) may exchange their partnership interests (other than unvested profits interests), together with the 190