The We Company (WeWork) entered into a non-binding letter of intent to acquire BowX Acquisition Corp. (NasdaqCM:BOWX) from BowX Sponsor, LLC, Blackrock Financial Management Inc., Wellington Management Group LLP, Aristeia Capital, LLC, Millennium Group Management LLC and others in a reverse merger transaction for $6.4 billion on February 4, 2021. The We Company (WeWork) entered into a definitive merger agreement to acquire BowX Acquisition Corp. in a reverse merger transaction on March 25, 2021. The transaction values WeWork at an initial enterprise value of approximately $9 billion. As a result of the merger, among other things, all outstanding shares of capital stock of WeWork (other than (A) shares of Class C common stock of WeWork which will be converted into the right to receive a number of shares of BowX Class C common stock equal to (x) the exchange ratio multiplied by (y) the number of shares of Class C Common Stock held by such holder as of immediately prior to the Closing, (B) treasury shares, (C) dissenting shares and (D) shares of capital stock of WeWork subject to stock awards) will be cancelled in exchange for the right to receive newly issued shares of Class A common stock, par value $0.0001 per share, of BowX determined based on a pre-money enterprise valuation of WeWork of approximately $9 billion and a $10.00 price per share of BowX Common Stock. The transaction will be funded with BowX's $483 million of cash in trust in addition to a fully committed $800 million private placement investment at $10 per share led by leading investors including Insight Partners, funds managed by Starwood Capital Group, Fidelity Management & Research Company LLC, Centaurus Capital, and funds and accounts managed by BlackRock. Upon completion, WeWork will continue as the surviving entity and become publicly listed company. BowX will immediately be renamed “WeWork Inc.” or such other name as agreed to by BowX and WeWork prior to closing. Following the completion of the business combination, the common stock and warrants of New WeWork are expected to begin trading on the New York Stock Exchange (the “NYSE”) under the symbols “WE” and “WE WS,” respectively.

The post-transaction nine-member board will be majority independent, with Marcelo Claure and Sandeep Mathrani will lead WeWork as Executive Chairman and Chief Executive Officer, respectively. Vivek Ranadivé of BowX and Deven Parekh of Insight Partners will join the Board of Directors of the combined company. The following are expected to serve as directors and executive officers of New WeWork following the consummation of the Business Combination and assuming the election of the nominees at the special meeting, Benjamin “Ben” Dunham, Chief Financial Officer; Shyam Gidumal, President, Chief Operating Officer, Americas; Anthony Yazbeck, President, Chief Operating Officer, International; Jared DeMatteis, Chief Legal Officer Lauren Fritts, Chief Communications Officer; Peter Greenspan, Global Head of Real Estate Hamid Hashemi, Chief Product & Experience Officer Samad “Matt” Jahansouz, Chief People Officer Scott Morey, President of Technology and Innovation Roger Solé Rafols, Chief Marketing Officer Marcelo Claure, Director Nominee Michel Combes, Director Nominee Bruce Dunlevie, Director Nominee Deven Parekh, Director Nominee Vivek Ranadivé, Director Nominee Kirthiga Reddy, Director Nominee Jeffrey “Jeff” Sine, Director Nominee. Upon completion, representatives of SoftBank Group and SoftBank Vision Fund, independent or acting together, will comprise a minority number of the nine board seats. The (i) officers of the company as of immediately prior to the effective time, shall be the officers of the surviving corporation from and after the effective time, and (ii) the Directors of acquiror as of immediately after the effective time shall be the directors of the surviving corporation from and after the effective time, in each case, each to hold office in accordance with the Governing Documents of the surviving corporation. The merger agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective stockholders of BowX and WeWork, (ii) effectiveness of the proxy statement / registration statement on Form S-4 to be filed by BowX in connection with the Business Combination, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) if a merger control filing is required by the Mexican Federal Economic Competition Commission (the Comisión Federal de Competencia Económica, or “COFECE”), COFECE has provided clearance of the transactions contemplated by the Merger Agreement, (v) receipt of approval for listing on The Nasdaq Stock Market or The New York Stock Exchange of the shares of BowX Common Stock to be issued in connection with the Merger, (vi) that BowX have at least $5,000,001 of net tangible assets upon the Closing, (vii) the absence of any injunctions or laws prohibiting the Merger, (viii) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) on WeWork and (ix) customary bringdown of the representations, warranties and covenants of the parties therein. The transaction has been unanimously approved by the Boards of Directors of WeWork and BowX. Shareholders of BowX will hold a special meeting on October 19, 2021 to approve the transaction. As of October 19, 2021, the shareholders of BowX has approved the transaction. The transaction is expected to close by the third quarter of 2021. As of September 20, 2021, transaction is expected to close on or about October 21, 2021. As of October 19, 2021, the transaction is expected to close on October 20, 2021.

Willkie Farr & Gallagher LLP acted as legal advisor to BowX Acquisition Corp. PJT Partners, LP acted as financial advisor and Howard L. Ellin, C. Michael Chitwood, Michelle Gasaway, Graham Robinson, David J. Goldschmidt, Amr Razzak, Alexander Dawson, David Sacco and Laura P. Knoll of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to WeWork. UBS Investment Bank acted as financial advisor and Dave Peinsipp, Jamie Leigh, Kevin Cooper, Garth Osterman, Eric Blanchard, Richard Segal, Sangitha Palaniappa, Natasha Patel, Joshua Friedman, TJ Graham, Stephanie Gentile, Christopher Hutter, Samantha M. LaPine, Mark Windfeld-Hansen, Howard Morse, Stella Sarma and Victoria Bocek of Cooley LLP acted as legal advisor to BowX. David Sloktin, Omar Pringle, Eric McCrath and Suz Mac Cormac of Morrison & Foerster LLP acted as legal advisor to SoftBank Group Corp. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for BowX. BowX has engaged Morrow & Co., LLC to assist in the solicitation of proxies for a fee of $37,500.