Table of Contents The We Company 2019 Omnibus Incentive Plan Introduction Prior to the completion of this offering, we intend to adopt The We Company 2019 Omnibus Incentive Plan (the “2019 Plan”). The purposes of the 2019 Plan will be to provide additional incentives to officers, employees, non-employee directors, independent contractors and consultants of us and our affiliates (certain of whom are eligible to participate in the 2019 Plan), to strengthen their commitment, to motivate them to faithfully and diligently perform their responsibilities and to attract and retain competent and dedicated persons who are essential to the success of our business and whose efforts will impact our long-term growth and profitability. The 2019 Plan will replace the 2013 Stock Incentive Plan and the 2015 Equity Incentive Plan (collectively, the “Existing Plans”), and no further grants will be made under the Existing Plans. Any awards granted under the Existing Plans will remain in effect pursuant to their terms under the Existing Plans. Summary of Expected Plan Terms Types of Awards. The 2019 Plan will provide for the issuance of options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), stock bonuses, other stock-based awards, profits interests unit awards and cash awards. Shares Available; Certain Limitations. A total of shares of Class A common stock and a total of shares of Class B common stock, including incentive stock options granted with respect to a maximum of shares of Class A common stock, will be reserved and available for issuance under the 2019 Plan. Shares of Class A common stock subject to an award under the 2019 Plan that remain unissued upon the cancellation or termination of the award will again become available for grant under the 2019 Plan. However, shares of common stock that are exchanged by a participant or withheld as payment in connection with any award under the 2019 Plan, as well as any shares of common stock exchanged by a participant or withheld to satisfy tax withholding obligations related to any award, will not be available for subsequent awards under the 2019 Plan. If an award is denominated in shares of Class A common stock, but settled in cash, the number of shares of Class A common stock previously subject to the award will again be available for grants under the 2019 Plan. If an award can only be settled in cash, it will not be counted against the total number of shares of Class A common stock available for grant under the 2019 Plan. Shares of common stock subject to awards that are assumed, converted or substituted under the 2019 Plan as a result of our acquisition of another company (including by way of merger, combination or similar transactions) will not count against the maximum number of shares that may be granted under the 2019 Plan. Commencing on January 1, 2022 and on each subsequent anniversary thereof (but not following the ten year anniversary of the effective date of the 2019 Plan, which will be the completion of this offering), the number of shares of Class A common stock in the share reserve shall be increased by a number of shares of Class A common stock equal to either (i) % of the total number of shares of Class A common stock outstanding on the last trading day of the immediately preceding December or (ii) such lesser amount determined by the plan administrator. However, the plan administrator may determine that such increase may be, in whole or in part, in the form of Class B common stock. The shares of Class B common stock reserved for issuance pursuant to the 2019 Plan shall be available solely for issuance pursuant to the conversion of profits interests described under “Description of Capital Stock—Common Stock—Conversion, Exchange and Transferability”. The maximum amount of compensation awarded to a non-employee member of the board of directors in respect of service on the board of directors for a calendar year (including the amount of cash plus the grant date fair value of equity awards made in such calendar year) shall not exceed $ (which limitation shall not be subject to proration for a non-employee director’s initial full or partial year of service on the board of directors). Administration. The 2019 Plan will be administered by our board of directors or a committee (or sub-committee) of our board of directors that, in either case, complies with any applicable legal or stock exchange listing requirements and, to the extent applicable, in a manner to permit awards to be exempt from the short-swing rules of section 16 of the Exchange Act (the board or committee referred to above being sometimes referred to as the “plan administrator”). The 181