Table of Contents Each holder of partnership interests (including profits interests) in the We Company Partnership (other than direct and indirect subsidiaries of The We Company) holds one share of Class C common stock of The We Company per partnership interest in the We Company Partnership. The Class C common stock has twenty votes per share. The Class C common stock has no economic rights. Subject to certain restrictions set forth in the Partnership Agreement, holders of partnership interests (other than direct and indirect subsidiaries of The We Company) may exchange their partnership interests for shares of our Class B common stock or, with the approval of a majority of directors (including a majority of the independent directors) on a committee of our board of directors, cash, in each case as more fully specified in the Partnership Agreement. Upon the exchange of partnership interests in the We Company Partnership for shares of our Class B common stock or the forfeiture of profits interests in the We Company Partnership, the corresponding shares of our Class C common stock will be canceled. All of the partnership interests in the We Company Partnership are subject to certain restrictions on transfer and exchange. Any time a share of Class A common stock or Class B common stock of The We Company is issued, redeemed, repurchased, acquired, canceled or terminated by us, one partnership interest indirectly held by The We Company will be issued or canceled, as applicable, by the We Company Partnership so that the number of partnership interests in the We Company Partnership held indirectly by The We Company at all times equals the number of shares of Class A common stock and Class B common stock of The We Company outstanding, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Pursuant to the terms of the Partnership Agreement, except with respect to tax distributions, The We Company has the authority to determine when ordinary distributions will be made to the holders of partnership interests in the We Company Partnership and the amounts of any such distributions. If The We Company authorizes an ordinary distribution by the We Company Partnership, such distribution will generally be made (subject to limited catch- up distributions to which holders of vested profits interests may be entitled) to the holders of partnership interests in the We Company Partnership pro rata in proportion to their respective partnership interests (including vested profits interests); provided that each holder of vested profits interests will participate in such distributions only to the extent the cumulative distributions made to the holders of all other partnership interests exceed the distribution threshold applicable to such profits interests. The holders of partnership interests in the We Company Partnership may incur U.S. federal, and applicable state and local, income taxes on their distributive shares of any net taxable income of the We Company Partnership. Pursuant to the Partnership Agreement, cash distributions will be made to the holders of partnership interests in the We Company Partnership in amounts intended to be sufficient for such holders to pay their respective U.S. federal, and applicable associated state and local, income tax liabilities. Any and all such tax distributions shall reduce subsequent ordinary and liquidating distributions otherwise payable to the holders of partnership interests in the We Company Partnership. Following the completion of this offering, we intend to cause the We Company Partnership to make distributions in order to fund any dividends The We Company may declare. Profits Interests To incentivize our management team to continue to lead us over the long term and help us achieve our strategic goals, including through the pursuit of value-maximizing transactions that we expect would be in the interests of all stockholders of The We Company, certain members of our management team have been issued profits interests in the We Company Partnership. The structure involving profits interests is intended to be more efficient for both us and the holder for U.S. federal income tax purposes than issuing stock options to such members of our management team, including by generally affording capital gains treatment to the holder upon a disposition. Profits interests are generally intended to provide the holder with a proportionate share of the increase of the value of the We Company Partnership’s businesses over the value of such businesses on the date of grant of such profits interests. Holders of vested profits interests may also be entitled to limited catch-up distributions. The vested profits interests participate in ordinary and liquidating distributions by the We Company Partnership generally to the extent the cumulative amount of such distributions made to the holders of all other partnership interests after the date of grant of 204