#1March 17, 2023 wework Transaction Announcement © 2023 WeWork#2Executive Summary WeWork Inc. ("WeWork" or the "Company") has negotiated a comprehensive recapitalization transaction (the "Transaction") with an ad hoc group of bondholders representing approximately 60% of the Company's public bonds and SoftBank, its largest shareholder The Transaction will (i) fully capitalize the Company, (ii) significantly reduce go-forward leverage, and (iii) extend the Company's maturity runway through 2027 > Over $1bn of total funding and capital commitments, including $540mm in new funding, $175mm in new capital commitments, and $300mm in rolled capital commitments > Cancels or equitizes of approximately $1.5bn of total debt through the equitization of over $1bn of SoftBank debt and discounted exchanges of unsecured notes > Extends FY2025 maturity wall by two years; approximately $1.9bn of pro forma debt will now mature in FY2027 Post transaction, WeWork will have a much stronger balance sheet that will enable it to effectuate its business plan and growth strategy and fortify its position as the global leader in flexible workspace > The Company has realized significant improvement in operating performance, and expects to be Adjusted EBITDA positive in FY2023 and achieve material improvement in Adjusted EBITDA and Free Cash Flow in each year thereafter > The post-transaction balance sheet will allow the Company to pursue value-additive growth opportunities, providing further upside potential ! Broad support for the Transaction from existing stakeholders and a third-party investor demonstrates conviction in WeWork's i Business Plan and growth story I wework 2#3Transaction Summary The Transaction will achieve several important objectives and result in a more sustainable capital structure for the benefit of all stakeholders Provides Liquidity: Raises total funding and capital commitments of over $1bn > De-Levers the Balance Sheet: Cancels or equitizes approximately $1.5bn of debt(¹). Pro forma for the Transaction, the Company's total debt reduces from $3.6bn to less than $2.4bn Extends Maturities: Extends FY2025 maturity wall by 2 years; approximately $1.9bn of pro forma funded debt will now mature in FY2027(2) The new financing raised and committed in the Transaction is expected to fully fund WeWork's Business Plan and provide ample liquidity headroom > Issuance of $500mm New 1L Notes and commitment for $475mm of New 1L Delayed Draw Notes in connection with the Transaction > Substantial liquidity cushion, with approximately $630mm of consolidated liquidity projected at the Q3'24 trough The Transaction will significantly de-lever the balance sheet and reduce cash interest going forward > SoftBank will equitize $1.04bn of its 5.00% Senior Unsecured Notes into equity at a discount to par > SoftBank will exchange the remaining $609.5mm of its 5.00% Senior Unsecured Notes into new debt and equity at a discount to par > Public bondholders will exchange their 7.875% Senior Unsecured Notes and 5.00% Senior Unsecured Notes into either (a) new debt and equity or (b) equity, in each case at a discount to par The Transaction will extend the Company's maturity runway through August 2027, subject to extensions of the LC facility > In connection with the transaction, SoftBank Vision Fund II ("SVFII") will extend its guarantees for the LC facility to August 2027 The Transaction has broad consensus across the Company's capital structure, including the support of SoftBank and -60% of public bondholders I at launch I > Significant capital commitments primarily from existing bondholders, a third-party investor, and SoftBank demonstrate stakeholder confidence in the Company's projections and prospects I (1) Assumes 100% of public bondholders exchange into either (i) New 2L Exchange Notes and equity or (ii) New 3L Exchange Notes and equity. (2) Based on pro forma debt balances as of illustrative March 31, 2023 Transaction closing. wework 3#4Transaction Overview(1) Assumes 100% Bondholder Participation ($ in millions) Transaction Sources New 1L Notes New 1L Delayed Draw Notes New 2L Exchange Notes New 2L Convertible Exchange Notes New 3L Convertible Exchange Notes New Equity Capital Discount Captured Equitization of SoftBank Notes Equitization of Public Notes Total Sources Senior LC Facility Junior LC Debt Facility Senior Secured SoftBank Notes New 1L Notes New 1L Delayed Draw Notes ($475mm) New 2L Exchange Notes New 2L Convertible Exchange Notes New 3L Convertible Exchange Notes JapanCo Debt Total Secured Debt Senior Unsecured Notes Senior Unsecured Notes SoftBank Senior Unsecured Notes Total Debt Less: Cash & Cash Equivalents(6) Net Debt Memo: PF Liquidity Cash & Cash Equivalents Undrawn Notes Commitment Total Liquidity ‒‒‒‒‒‒‒ Maturity Mar 14, 2025(2) Mar 7, 2025(2) Mar 15, 2025 Aug 15, 2027 Aug 15, 2027 Aug 15, 2027 Aug 15, 2027 Aug 15, 2027 Various May 1, 2025 Jul 10, 2025 Jul 10, 2025 $445 475 $920 $525 475 914 188 270 40 287 1,028 183 $3,909 Interest Rate 6.125% (3) S+9.90% 7.5%/11% (4) 15.000% 15.000% 11.000% 11.000% 12.000% 2.50-3.30% 7.875% 5.000% 5.000% Amount $- 470 250 22 $742 669 550 1,650 $3,611 (155) $3,456 Current (as of 3/31/23) x FY24E Adj. EBITDA Cash Interest $62 71 (5) 19 $151 53 28 83 4.7x $314 1.0x 4.5x $314 Transaction Uses Unsecured Notes Exchanged SoftBank Notes Exchanged/Equitized SoftBank Secured Notes Repayment PIK Backstop Fee on New 1L Notes Cash to Balance Sheet Undrawn Notes Commmitment Total Uses Total Interest $62 71 19 LEI $151 53 28 83 $314 $314 Adj. $- (250) 525 (3) Based on LC fees of 6.00% and fronting fee of 0.125%. (4) The secured notes receive 7.5% cash interest through February 15, 2024 and 11% PIK thereafter. Principal outstanding under the notes may not exceed $500mm. (5) Based on 3-month term SOFR of 5.12% from Chatham Financial (as of March 10, 2023). (6) Excludes restricted cash. 914 188 270 $1,646 Pro Forma (as of 3/31/23) x FY24E Adj. EBITDA Cash Interest $62 71 Amount $- 470 Memo: EBITDA FY23E EBITDA FY24E EBITDA 525 914 188 270 22 $2,388 (669) (550) (1,650) ($1,223) (290) ($1,513) $1,943 $2,388 (445) 3.1x 3.1x 2.5x (1) Illustratively assumes March 31, 2023 Transaction closing. Assumes 100% of public bonds elect to exchange into 75 points of 2L Exchange Notes and 15 points of equity. Excludes Transaction costs / professional fees. (2) SVFII credit support as co-obligor for Senior and Junior LC facilities to be extended to August 15, 2027 (in the event of an extension of the LC facilities) as part of the transaction. 37 46 $224 $224 $224 $1,219 1,650 250 25 290 475 $3,909 Total Interest $62 71 79 101 21 32 $365 $365 $365 $247 771 wework 4#5Transaction Term Sheet Structure / Implementation New Money Exchange Offers Equitization > $675mm, including (i) $500mm New 1L Notes which will be offered to all non-SoftBank Public Noteholders and which is backstopped by the ad hoc group (the "AHG") and (ii) $175mm New 1L Notes or New 1L Delayed Draw Notes(¹) from third-party, non-SoftBank investor(s) SoftBank to roll its $250mm of drawn Secured Notes and $50mm Secured Notes into New 1L Notes or New 1L Delayed Draw Notes (at the Company's option; if Delayed Draw Notes option selected, then subject to SoftBank's drawn amounts being repaid in cash upon consummation of a transaction) > Following the issuance of $500mm of New 1L Notes in connection with the exchange offers, 1L Delayed Draw Notes from third party and SoftBank may be drawn as follows: (i) the first $250m from SoftBank and $125m from third party shall be drawn ratably; (ii) the final $50m from SoftBank and $50m from third party shall be drawn ratably; SoftBank and third party shall be entitled to a 12.5% PIK fee with respect to the portion of any 1L Delayed Draw Notes amount issued and outstanding above $250mm and $125mm, respectively > Third-party, non-SoftBank Investors to purchase 35mm of primary shares of WeWork at $1.15/share at closing Public Noteholders exchange into (i) subject to a New Money commitment, New 2L Exchange Notes and equity, (ii) New 3L Exchange Notes and equity, or (iii) equity Subject to minimum participation threshold of 90%, provided that such threshold may be waived or modified with the consent of the Company SoftBank has the option to exchange (i) $250mm of Unsecured Notes into New 2L Convertible Exchange Notes and equity and (ii) $359.5mm of Unsecured Notes into New 3L Convertible Exchange Notes and equity SoftBank Unsecured Notes that do not exchange into either (i) New 2L Convertible Exchange Notes and equity or (ii) New 3L Convertible Exchange Notes and equity, exchange at 90% of par claims into common equity at a value established by the 20-day volume weighted average common stock price 10 trading days pre and 10 trading days post-announcement of the Exchange (the "Common Equity VWAP") (1) Delayed draw option for the third-party investor requires demonstration of fully-committed, unconditional and irremovable capital (e.g., letter of credit issued to WeWork) from third-party, non-SoftBank investor(s). wework 5#6Transaction Term Sheet (Cont'd) New 1L Notes / New 1L Delayed Draw Notes Description Size Interest Rate Backstop Fee Maturity Security / Guarantees CoC Prepayment Equity Option > First lien notes ("New 1L Notes") from participating Public Noteholders New 1L Notes or New 1L Delayed Draw Notes from SoftBank and third-party, non-SoftBank investors New 1L Delayed Draw Notes will be issued under the same indenture as the New 1L Notes, but under three separate series > $675mm, including (i) $500mm offered to all non-SoftBank Public Noteholders and backstopped by the AHG and (ii) $175mm New 1L Notes or New 1L Delayed Draw Notes (¹) (at the Company's option) from third-party, non-SoftBank investors at the same terms (including call protection, if drawn) as New 1L Notes > SoftBank to roll its $250mm of drawn Secured Notes and $50mm Secured Notes into New 1L Notes or New 1L Delayed Draw Notes (at the Company's option; if Delayed Draw Notes option selected, then subject to SoftBank's drawn amounts being repaid in cash upon consummation of a transaction) at the same economic terms (including call protection, if drawn) as New 1L Notes Drawn: 15.0% (7.0% Cash / 8.0% PIK), payable semi-annually / Undrawn: None Default Rate: 2% 5.0% PIK to the AHG ($500mm backstopped from AHG) > August 15, 2027 Secured on a first lien basis by all assets (subject to exclusions customary for facilities of this nature and on terms satisfactory to the AHG and SoftBank) consistent with the collateral securing the LC Facility > Pledge of 100% of the equity interests of WW Worldwide C.V. Guarantors to include each guarantor and each current "unrestricted subsidiary" (other than WeWork Japan GK, 1 Ariel Way Tenant Limited and WeCap business entities) under the existing drawn Secured Notes, the Public Notes and the LC Facility > Designation of any unrestricted subsidiaries will require the consent of the majority of the holders of the New 1L Notes of each applicable series separately (the "Required 1L Noteholders") > Callable at 101% of par, "Change of Control" to be defined in a manner acceptable to the AHG and SoftBank NC - 18 months from closing / par thereafter (subject to make-whole protection (to be defined in a manner acceptable to the AHG and SoftBank) during non-call period) > Equity Claw: WeWork may repay 35% of outstanding principal at 115.0% during non-call period At the signing date, a third-party, non-SoftBank investors will have committed to purchase 35mm of primary shares of WeWork at $1.15/share at closing (1) Delayed draw option for the third-party investor requires demonstration of fully-committed, unconditional and irremovable capital (e.g., letter of credit issued to WeWork) from third-party, non-SoftBank investor(s). wework 6#7Transaction Term Sheet (Cont'd) New 2L Exchange Notes (Non-Convertible) Description Exchange Price Interest Rate Prepayment Maturity Security / Guarantees > Second lien exchange notes ("New 2L Exchange Notes") > 7.875% Notes: 90% of par (comprised of 75 cents of New 2L Exchange Notes + 15 cents of equity at the Common Equity VWAP) > 5.000% Notes (Series II): 90% of par (comprised of 75 cents of New 2L Exchange Notes + 15 cents of equity at the Common Equity VWAP) 1.0% (5.0% Cash / 6.0% PIK), payable semi-annually Default Rate: 2% > > > 101 equity claw for life 101 refi call protection > August 15, 2027 Secured on a second lien basis by all collateral securing the LC Facility and the New 1L Notes with such security interest and lien to be (i) junior to the New 1L Notes and the LC Facility, (ii) pari passu with the New 2L Convertible Exchange Notes and (iii) senior to the New 3L Exchange Notes and the New 3L Convertible Exchange Notes > > Pledge of 100% of the equity interests of WW Worldwide C.V. > Guarantors to include each guarantor and each current "unrestricted subsidiary" (other than WeWork Japan GK, 1 Ariel Way Tenant Limited and WeCap business entities) under the existing drawn Secured Notes, the Public Notes and the LC Facility > Designation of any unrestricted subsidiaries will require the consent of the majority of the holders of the New 2L Exchange Notes of each applicable series separately wework 7#8Transaction Term Sheet (Cont'd) New 2L Convertible Exchange Notes Description Exchange Price Interest Rate Prepayment Maturity Security / Guarantees Conversion Option > Second lien convertible exchange notes ("New 2L Convertible Exchange Notes") $250mm principal amount of 5.000% Notes (Series I): 90% of par (comprised of 75 cents of New 2L Convertible Exchange Notes + 15 cents of equity at the Common Equity VWAP) > > 11.0% (5.0% Cash / 6.0% PIK), payable semi-annually Default Rate: 2% > 101 equity claw for life 101 refi call protection > August 15, 2027 Secured on a second lien basis by all collateral securing the LC Facility and the New 1L Notes with such security interest and lien to be (i) junior to the New 1L Notes and the LC Facility, (ii) pari passu with the New 2L Exchange Notes and (iii) senior to the New 3L Exchange Notes and the New 3L Convertible Exchange Notes > Pledge of 100% of the equity interests of WW Worldwide C.V. > Guarantors to include each guarantor and each current "unrestricted subsidiary" (other than WeWork Japan GK, 1 Ariel Way Tenant Limited and WeCap business entities) under the existing drawn Secured Notes, the Public Notes and the LC Facility > Designation of any unrestricted subsidiaries will require the consent of the majority of the holders of the New 2L Convertible Exchange Notes of each applicable series separately The holder has the option to convert its New 2L Convertible Exchange Notes into common equity at any time at a per share price equal to 1.3x Common Equity VWAP > 18 months after closing date, 2L Convertible Exchange Notes mandatorily convert into common equity at 1.3x Common Equity VWAP if (i) the non-JV, wholly owned liquidity is greater than $250mm and (ii) the daily VWAP is equal to or greater than 250% the Common Equity VWAP for at least 20 trading days in a 30-trading day period wework 8#9Transaction Term Sheet (Cont'd) New 3L Exchange Notes (Non-Convertible) Description Exchange Price Interest Rate Prepayment Maturity Security / Guarantees > Third lien exchange notes ("New 3L Exchange Notes") 7.875% Notes: 90% of par (comprised of 75 cents of New 3L Exchange Notes + 15 cents of equity at the Common Equity VWAP) > 5.000% Notes (Series II): 90% of par (comprised of 75 cents of New 3L Exchange Notes + 15 cents of equity at the Common Equity VWAP) 12.0% PIK, payable semi-annually Default Rate: 2% 101 equity claw for life 101 refi call protection August 15, 2027 Secured on a third lien basis by all collateral securing the LC Facility and the New 1L Notes with such security interest and lien to be (i) junior to the New 1L Notes, the LC Facility, the New 2L Exchange Notes and the New 2L Convertible Exchange Notes and (ii) pari passu with the New 3L Convertible Exchange Notes > Pledge of 100% of the equity interests of WW Worldwide C.V. Guarantors to include each guarantor and each current "unrestricted subsidiary" (other than WeWork Japan GK, 1 Ariel Way Tenant Limited and WeCap business entities) under the existing drawn Secured Notes, the Public Notes and the LC Facility > > > > Designation of any unrestricted subsidiaries will require the consent of the majority of the holders of the New 3L Exchange Notes of each applicable series separately wework 9#10Transaction Term Sheet (Cont'd) New 3L Convertible Exchange Notes Description Exchange Price Interest Rate Prepayment Maturity Security / Guarantees Conversion Option > Third lien convertible exchange notes ("New 3L Convertible Exchange Notes") > $359.5mm principal amount of 5.000% Notes (Series 1): 90% of par (comprised of 75 cents of New 3L Convertible Exchange Notes + 15 cents of equity at the Common Equity VWAP) > 101 equity claw for life 101 refi call protection August 15, 2027 Secured on a third lien basis by all collateral securing the LC Facility and the New 1L Notes with such security interest and lien to be (i) junior to the New 1L Notes, the LC Facility, the New 2L Exchange Notes and the New 2L Convertible Exchange Notes and (ii) pari passu with the New 3L Exchange Notes > Pledge of 100% of the equity interests of WW Worldwide C.V. > Guarantors to include each guarantor and each current "unrestricted subsidiary" (other than WeWork Japan GK, 1 Ariel Way Tenant Limited and WeCap business entities) under the existing drawn Secured Notes, the Public Notes and the LC Facility > Designation of any unrestricted subsidiaries will require the consent of the majority of the holders of the New 3L Convertible Exchange Notes > > > 12.0% PIK, payable semi-annually Default Rate: 2% > The holder has the option to convert its New 3L Convertible Exchange Notes into common equity at any time at a per share price equal to 1.3x Common Equity VWAP > 18 months after closing date, the 3L Convertible Exchange Notes mandatorily convert into common equity at 1.3x Common Equity VWAP if (i) the non-JV, wholly owned liquidity is greater than $250mm and (ii) the daily VWAP is equal to or greater than 250% the Common Equity VWAP for at least 20 trading days in a 30-trading day period wework 10#11Transaction Term Sheet (Cont'd) LC Facility Public Notes Exchange Senior Tranche > $960mm Junior Tranche $470mm Senior LC Tranche: 6.0% > Junior LC Tranche: 3M SOFR +9.90% Rate Maturity SVFII Obligations Security/ Guarantees New Money Participants Non-New Money Participants Minimum Participation Negative Covenants Senior LC Tranche: March 14, 2025 Junior LC Tranche: March 7, 2025 SVFII reimbursement obligations and LC commitments under the LC Facility dynamically reduce dollar-for-dollar with LC utilization burn down (as provided in the existing LC credit facility documents) > SVFII shall only be obligated to reimburse existing LCs; credit support shall not be extended for new LCs; LCs shall not be issued to secure new leases > > > Subject to acceptable amendments to the LC Facility documents, SVFII shall continue to provide credit support under the existing credit facility until August 15, 2027 and shall work with Bank Lenders to continue to extend the maturity dates for the facility Senior + Junior Upfront Fees payable May 2024 (150 bps) / August 2024 (50 bps) (¹) PIK Accrual Fees accrued through 2027 and payable at the earliest of maturity, acceleration and termination of the LC Facility 7.045% Senior LC Fee Accrual Start: February 10, 2024 6.500% Junior LC Fee Accrual Start: November 30, 2023 > Existing collateral > Pledge of 100% of equity interests of WW Worldwide C.V. > Subject to participation in pro rata share of New Money commitment, Public Noteholders have the option to exchange (i) at 90% of par into a combination of (x) 75 cents of New 2L Exchange Notes and (y) 15 cents of common equity at the Common Equity VWAP or (ii) at 90% of par into equity at a per share conversion price equal to the Common Equity VWAP Any and all accrued or deferred portion of coupon paid in cash at closing Public Noteholders offered the ability to exchange (i) at 90% of par into a combination of (x) 75 cents of 3L Exchange Notes and (y) 15 cents of equity or (ii) at 90% of par into equity at a per share conversion price equal to the Common Equity VWAP > Subject to minimum participation threshold of 90%, provided that such threshold may be waived or modified with the consent of the Company > Participating Public Noteholders to consent to stripping substantially all restrictive covenants in 7.875% Notes and 5.000% Notes indentures wework 11 (1) Reflects current agreed deferral terms.#12Transaction Term Sheet (Cont'd) SoftBank Secured Notes Unsecured Notes Pro Rata Sharing > > SoftBank to roll its $250mm existing drawn Secured Notes and $50mm Secured Notes into New 1L Notes or New 1L Delayed Draw Notes (at the Company's option; if Delayed Draw Notes option selected, then subject to SoftBank being repaid in cash upon consummation of a transaction) at the same economic terms (including call protection, if drawn) as New 1L Notes Any and all accrued or deferred portion of coupon and fees paid in cash at closing Remaining $200mm of $500mm Senior Secured Notes commitment to be canceled at closing Prior to closing, the remaining $250mm Senior Secured Notes commitment may be drawn by the Company in separate draws, each subject to the terms of the NPA and subject to the following schedule: a request of no more than $50mm which may be made no earlier than April 1, 2023; a subsequent request of no more than $75mm which may be made no earlier than May 1, 2023; another subsequent request of no more than $75mm which may be made no earlier than June 1, 2023 and, if applicable, $50mm thereafter (provided all outstanding Senior Secured Notes, including any accrued but unpaid interest thereon, shall be repaid in cash to SoftBank at closing, except that a principal amount of up to $300mm of then outstanding Senior Secured Notes may, at the Company's election, either (i) be repaid in cash at closing in consideration for the issuance of up to $300mm of New 1L Delayed Draw Notes or (ii) remain outstanding and be exchanged for up to $300mm of New 1L Notes at closing) > SoftBank has the option to exchange (i) $250mm of Unsecured Notes into (x) 75 cents of New 2L Convertible Exchange Notes and (y) 15 cents of equity at the Common Equity VWAP and (ii) $359.5mm of Unsecured Notes into (x) 75 cents of New 3L Convertible Exchange Notes and (y) 15 cents of equity at the Common Equity VWAP Delayed Draw option shall not impair the ability to uptier SoftBank's Unsecured Notes into New 2L Convertible Exchange Notes and New 3L Convertible Exchange Notes No Unsecured Notes to remain outstanding; SoftBank Unsecured Notes that do not exchange into either (i) New 2L Convertible Exchange Notes and equity or (ii) New 3L Convertible Exchange Notes and equity, exchange at 90% of par claims into common equity at a value established by the Common Equity VWAP > Any and all accrued or deferred portion of coupon paid in cash at closing Documentation to provide that, in the event WeWork commences a case under chapter 11 of the Bankruptcy Code, all new first lien notes and new second lien notes held by SoftBank must be classified with and receive the same treatment as the new first lien notes and new second lien notes held by non SoftBank investors, as applicable wework 12#13Transaction Term Sheet (Cont'd) Pari Intercreditor Agreement (¹) Voting Events of Default The Issuers, the 1L Notes Collateral Agent (as representative for the New Money 1L Noteholders), and Goldman Sachs International Bank (as representative for the "Secured Parties" (as defined in the L/C Credit Agreement)) ("GSIB"), shall enter into an intercreditor agreement based on the existing pari passu intercreditor agreement between the Issuers, GSIB, and the collateral agent under the existing Senior Secured Notes, subject to the below changes and additional technical changes to permit the addition of additional series of pari passu debt > The intercreditor agreement shall provide that (i) (x) prior to the occurrence of an LC Discharge Event (as defined below), GSIB shall be the "controlling agent", including in any insolvency or liquidation proceeding (the "1L Controlling Agent") and (y) after the occurrence of an LC Discharge Event, the 1L Notes Collateral Agent shall be 1L Controlling Agent and shall take direction on a majority vote basis with the full principal amount of each applicable series of New 1L Notes deemed to vote as directed by the majority of the holders of the New 1L Notes in such series and (ii) the parties to the intercreditor agreement shall not raise any objection to any debtor(s)-in-possession financing provided by or use of cash collateral under Section 363 of the Bankruptcy Code (or similar or equivalent provision of any other bankruptcy law) by the 1L Controlling Agent The holders of the New 1L Notes and New 1L Delayed Draw Notes acknowledge and agree that: (i) the first lien secures all obligations under the LC Facility, the New 1L Notes and the New 1L Delayed Draw Notes (collectively, the "First Lien Obligations") and (ii) to the extent that the SVF Obligor or any other person funds, pays, prepays, reimburses or cash collateralizes the LC Facility, (a) the SVF Obligor or such other person shall be subrogated to the rights of the Secured Parties and (b) the claims arising from such funding, payment, prepayment, reimbursement or cash collateralization shall rank pari passu in payment and security with the New 1L Notes and the New 1L Delayed Draw Notes. The holders of the New 1L Notes and New 1L Delayed Draw Notes agree that they shall not challenge the validity, enforceability or priority of claims, whether arising from subrogation or otherwise, of the SVF Obligor or such other person or the validity, enforceability or priority of any liens securing such claims of the SVF Obligor or such other person > "LC Discharge Event" means (i) the "Date of Full Satisfaction" under the LC Credit Agreement, (ii) the funding, payment, prepayment, reimbursement, or cash collateralization of the obligations of the WeWork Obligors and the SVF Obligor under the LC Credit Agreement (whether by the WeWork Obligors, the SVF Obligor or any other person), in each case, in full and in cash, including any funding, payment, prepayment, reimbursement or cash collateralization or prepayment in accordance with Sections 11.1 or 11.2 of the LC Credit Agreement or the Parent Indemnity, in each case, in full and in cash, or (iii) the SVF Obligor being subrogated to the rights of the Secured Parties as a result of the funding, payment, prepayment, reimbursement, or cash collateralization of the obligations of the WeWork Obligors and the SVF Obligor pursuant to Sections 11.1 or 11.2 of the LC Credit Agreement, in each case, in full and in cash Affiliates of the Company shall only be entitled to vote their New 2L Notes in a dollar amount up to their respective amount of New 2L Notes held as of the Closing Date (inclusive of all subsequent PIK accruals) for purposes of voting on any plan of reorganization proposed in the bankruptcy proceedings of the Company or any Guarantor; provided, that such plan treats the New 2L Notes owned by Affiliates in the same manner in which it treats the New 2L Notes held by non-Affiliates > Customary for facilities of this nature and to be on terms satisfactory to the AHG and SoftBank > To include cross-default (without additional grace period) provisions for any Event of Default following the expiration of a grace period under the LC Facility or other material indebtedness (2) (1) Capitalized terms used in this section but not defined herein shall have the meanings ascribed to them in the LC Credit Agreement. (2) This Event of Default shall apply only to the New 1L Indenture. wework 13#14Transaction Term Sheet (Cont'd) Registration Rights Fees and Expenses & Indemnification Ratings Customary resale registration rights for each party receiving equity securities pursuant to the transactions herein (including for the avoidance of doubt, the participating Public Noteholders), including: The filing of registration statements on Form S-3 (or such other form if the Company is not then eligible to use such form (provided, that the Company shall use its reasonable best efforts to remain eligible to use Form S-3 in all circumstances for so long as the Company has obligations hereunder)) as follows: O For members of the AHG, no later than the first Business Day following the settlement of the Exchange Offers described herein O For all other Public Noteholders who participate in any Exchange Offer and who provide the notice and questionnaire set forth in the Offering Memorandum relating to the Exchange Offers no later than the 15th Business Day after the settlement of the Exchange Offers, such initial registration statement shall be filed no later than the 20th Business Day after the date of settlement of the Exchange Offers, Using commercially reasonable efforts to obtain effectiveness of such registration statements as soon as possible under applicable U.S. securities laws and maintaining the effectiveness of (i) the registration statement covering the resale of shares held by the AHG until the date on which all such shares of Class A Common Stock have been sold and (ii) the registration statement covering the resale of shares held by other Public Noteholders until the earliest of: (1) two years after the first date of original issuance of the New 1L Notes and (2) the date on which all such shares of Class A Common Stock have been sold. Customary piggyback registration rights for the AHG in the case of any primary offering of equity securities by the Company within 2 years of the settlement of the notes issued from the Exchange Offers Registration rights will be subject to customary blackout periods Customary expenses and indemnification provisions will be included as part of the registration rights Without limiting any rights currently held, SoftBank will be granted registration rights comparable to those granted to the AHG The fees and expenses incurred by Covered 1L Noteholders and Covered 2L Noteholders (each, defined below)(¹) in administering and enforcing their respective notes will be paid by the Issuers and/or the Guarantors. > Company to use best efforts to obtain a rating for the New 1L Notes and New 2L Exchange Notes (1) "Covered 1L Noteholders" shall mean a group of holders of New 1L Notes (other than SoftBank and certain third-party, non-SoftBank investors) who hold at least 25% of the outstanding aggregate principal amount of New 1L Notes at any time. "Covered 2L Noteholders" shall mean a group of holders of New 2L Exchange Notes (other than SoftBank and certain third-party, non-SoftBank investors) who hold at least 25% of the outstanding aggregate principal amount of New 2L Exchange Notes at any time. wework 14#15Disclaimer "" Certain statements made in this document may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "pipeline," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although WeWork Inc. (together with its direct and indirect subsidiaries, the "Company" or "WeWork") believes the expectations reflected in any forward- looking statement are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to, WeWork's ability to refinance, extend, restructure or repay outstanding debt; its outstanding indebtedness; its ability to raise capital through equity issuances, asset sales or the incurrence of debt; retail and credit market conditions; impairments; its current and projected liquidity needs; changes in general economic conditions, including as a result of the COVID-19 pandemic and the conflict in Ukraine; its expectations regarding exits of underperforming locations, including the timing of any such exits and its ability to retain its members; delays in customers and prospective customers returning to the office and taking occupancy as a result of the COVID-19 pandemic and the emergence of variants leading to a parallel delay in receiving the corresponding revenue; the impact of foreign exchange rates on WeWork's financial performance; and WeWork's inability to implement its business plan or meet or exceed its financial projections. Forward-looking statements speak only as of the date they are made. WeWork discusses these and other risks and uncertainties in its annual and quarterly periodic reports and other documents filed with the U.S. Securities and Exchange Commission (the "SEC"). WeWork does not undertake a duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law. Certain financial information in this document is based on our estimated financial results for the quarter and year ended December 31, 2022. WeWork has not finalized its financial results for the quarter and year ended December 31, 2022. Estimated amounts mentioned in this document may differ from actual amounts in our finalized financial results for the quarter and year ended December 31, 2022 due to various factors, including those discussed in WeWork's annual and quarterly periodic reports and other documents filed with the SEC and the additional procedures that WeWork will undertake to finalize its results. This document and the oral remarks made in connection herewith may contain forward-looking information, including, without limitation, financial projections and other estimates with respect to the anticipated performance of the Company (collectively, the "Projections"). The Projections have been prepared in good faith based upon assumptions that the Company believes to be reasonable as of the date on the cover of this document, it being understood that the Projections are as to future events and are not to be viewed as facts, that the Projections are subject to significant uncertainties and contingencies, many of which are beyond the Company's control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You should reference the "Risk Factors" included in the Company's filings with the SEC from time to time for a discussion of the significant risks, uncertainties and contingencies involving the Company. In addition, the Projections were not prepared with a view to public disclosure or compliance with guidance or rules of the SEC, the guidelines established by the Public Company Accounting Oversight Board or U.S. generally accepted accounting principles or any other applicable accounting principles. This document also contains estimates and information concerning the Company's industry, market size, and growth rates of the markets in which the Company participates, that are based on industry publications and reports. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. The Company has not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to variety of factors. These and other factors could cause results to differ materially from those expressed in these publications and reports. wework 15#16Disclaimer (Cont'd) This document does not purport to be all-inclusive, is "as is" and is based, in part, on information obtained from other sources. The Company has assumed and relied upon the accuracy and completeness of such information for purposes of this document and have not independently verified any such information. Neither the Company nor any of their respective affiliates or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and expressly disclaim to the fullest extent permitted by law any and all liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information or any errors or omissions therein. Any views or terms contained herein are preliminary, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are subject to change. The Company undertakes no obligations or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. By accessing this document, you acknowledge your understanding that the actual results could very materially and substantially from the Projections and other forward-looking statements contained herein. All information herein speaks only as of (1) the date hereof, in the case of information about the Company and (2) the date of such information, in the case of information from persons other than the Company. This document does not constitute an offer to sell or the solicitation of an offer to buy any security, nor does it constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and does not constitute legal, regulatory, accounting or tax advice to the recipient. This document does not constitute and should not be considered as any form of legal or tax advice, financial opinion or recommendation by WeWork or any of its respective affiliates. This document is not, and under no circumstances is to be construed as, a prospectus, a public offering, or an offering memorandum as defined under any applicable securities laws. This document is not a research report nor should it be construed as such. Use of Non-GAAP Financial Information This presentation includes certain financial measures not presented in accordance with generally accepted accounting principles in the United States ("GAAP"), including Adjusted EBITDA, Building Margin, Adjusted Membership & Services Revenue, and Free Cash Flow. These financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. Therefore, these measures should not be considered in isolation or as an alternative to net loss or other measures of profitability, liquidity or performance under GAAP. You should be aware that our presentation of these measures may not be comparable to similarly titled measures used by other companies, which may be defined and calculated differently. WeWork believes that these non-GAAP measures of financial results provide useful supplemental information and management uses forward-looking non-GAAP measures to evaluate WeWork's projected financials and operating performance. Reconciliations of historical non-GAAP measures to their most directly comparable historical GAAP counterparts are included in the Appendix to this presentation. WeWork does not provide a forward-looking reconciliation of certain forward-looking non-GAAP measures as the amount and significance of special items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These special items could be meaningful. In addition, the financial information included in this presentation is not intended to comply with the requirements of Regulation S-X under the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, in particular with respect to the presentation of any pro forma financial information. This presentation contains trademarks, service marks, trade names and copyrights of WeWork and other companies, which are the property of their respective owners. wework 16#17Disclaimer (Cont'd) NO OFFER OR SOLICITATION This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the transactions or the related stockholder approvals or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC In connection with the transactions and the related stockholder approvals, WeWork will file with the Securities and Exchange Commission a proxy statement (as amended or supplemented from time to time, the "proxy statement"). BEFORE MAKING ANY VOTING DECISION, WEWORK'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS AND THE RELATED STOCKHOLDER APPROVALS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND THE RELATED STOCKHOLDER APPROVALS AND THE PARTIES TO THE TRANSACTIONS. WeWork's stockholders and investors will be able to obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC (when available) from the SEC's website at www.sec.gov. WeWork stockholders and investors will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a written request to WeWork Inc., 75 Rockefeller Plaza, New York, NY 10019, Attention: Investor Relations or from WeWork's website, www.investors.wework.com. PARTICIPANTS IN THE SOLICITATION WeWork and certain of its directors and executive officers and employees may be considered participants in the solicitation of proxies from the stockholders of WeWork in respect of the stockholder approvals. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of WeWork in respect of the stockholder approvals relating to the transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC. Information regarding WeWork's directors and executive officers is contained in WeWork's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and its Proxy Statement on Schedule 14A, dated April 7, 2022, which are filed with the SEC, and certain of WeWork's Current Reports on Form 8-K, filed with the SEC on May 26, 2022, June 27, 2022, August 11, 2022, December 2, 2022, February 7, 2023 and February 21, 2023. wework 17