EX-10.6




 Exhibit 10.6 

FORM OF 
 INDEMNITY
AGREEMENT 
 THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of _______________, is made by and between
WEWORK INC., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”). 

RECITALS 
 A. The
Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. 
 B. The
Company’s second amended and restated certificate of incorporation (the “Certificate of Incorporation”) and amended and restated bylaws (the “Bylaws”) require that the Company indemnify its
directors and officers and empower the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “Code”), under which the Company is organized. Such
Certificate of Incorporation and Bylaws expressly provide that the indemnification provided therein is not exclusive and contemplates that the Company may enter into separate agreements with its directors, officers and other persons to set forth
specific indemnification provisions. 
 C. The Board of Directors of the Company (the “Board”) has concluded that, to retain
and attract talented and experienced individuals to serve or continue to serve as officers or directors of the Company or otherwise as an Agent (as hereinafter defined), and to encourage such individuals to take the business risks necessary for the
success of the Company, it is necessary for the Company to contractually indemnify Agents and to assume for itself, to the fullest extent permitted by law, expenses and damages in connection with claims against such Agents in connection with their
service to the Company. 
 D. The Company desires and has requested Indemnitee to serve or continue to serve as an Agent of the Company, as the case
may be, and has proffered this Agreement to Indemnitee as an additional inducement to serve in such capacity. 
 E. Indemnitee is willing to serve,
or to continue to serve, as an Agent of the Company, as the case may be, if Indemnitee is furnished the indemnity provided for herein by the Company. 

AGREEMENT 
 NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows: 

1. Definitions. 
 (a) Agent. For
purposes of this Agreement, the term “Agent” of the Company means any person who: (i) is or was a director, officer, employee, agent, or other fiduciary of the Company or a subsidiary of the Company; or
(ii) is or was serving at the request or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company as a director, officer, employee, agent, or other fiduciary of a foreign or domestic corporation,
partnership, joint venture, trust or other enterprise. Any person who is or was serving as a director, officer, employee or agent of the Company or a subsidiary of the Company shall be deemed to be serving, or have served, at the request of the
Company. 
 (b) Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial












 
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total
voting power represented by the Company’s then outstanding Voting Securities; (ii) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such
period are members of the Company’s Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Company’s Board (provided, however, that if the appointment or
election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall be considered as a member of the Incumbent Board); or
(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series
of transactions) all or substantially all of the Company’s assets. 
 (c) Expenses. For purposes of this Agreement, the term
“Expenses” shall include any and all direct and indirect costs (including all reasonable and customary attorneys’, witness, or other professional fees and related disbursements, and other reasonable out-of-pocket costs) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of a proceeding or establishing or
enforcing a right to indemnification under this Agreement, the Code or otherwise. 
 (d) Enterprise. For purposes of this Agreement, the term
“Enterprise” means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity for which Indemnitee is or was serving at the request of the Company as an Agent.

 (e) Independent Counsel. For purposes of this Agreement, the term “Independent Counsel” means a law firm, or a
partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or any of its subsidiaries or
affiliates, or Indemnitee in any matter material to either such party, or (ii) any other party to the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall
not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement. The Company will pay the reasonable fees and expenses of the Independent Counsel referred to above. 
 (f) Liabilities. For purposes of
this Agreement, the term “Liabilities” shall be broadly construed and shall include, without limitation, judgments, damages, deficiencies, liabilities, losses, penalties, excise taxes, fines, assessments and amounts paid in
settlement, including any interest and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payment under this Agreement. 

(g) Proceedings. For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include,
without limitation, any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened
or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and whether formal or informal in any case, in which Indemnitee was, is or will be involved
as a party, potential party, non-party witness or otherwise by reason of: (i) the fact that Indemnitee is or was a director or officer of the Company; (ii) the fact that any action taken (or failure
to take action) by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as an Agent; or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, and in any such case described above, whether or not serving in any such capacity at the time any Liability or Expense is incurred for which
indemnification, reimbursement, or advancement of Expenses may be provided under this Agreement. If the Indemnitee reasonably believes in good faith that a given situation may lead to or culminate in the institution of a proceeding, such situation
shall be considered a proceeding under this paragraph. 

  
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 (h) Subsidiary. For purposes of this Agreement, the term “subsidiary” means any
corporation, limited liability company, or other entity, of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other
corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as an Agent. 

(i) Voting Securities. For purposes of this Agreement, “Voting Securities” shall mean any securities of the Company that
vote generally in the election of directors. 
 2. Agreement to Serve. Indemnitee will serve, or continue to serve, as the case may be, as an
Agent, faithfully and to the best of Indemnitee’s ability, at the will of such entity designated by the Company and at the request of the Company (or under separate agreement, if such agreement exists), in the capacity Indemnitee currently
serves such entity, so long as Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the governance documents of such entity, or until such time as Indemnitee tenders their resignation in writing;
provided, however, that nothing contained in this Agreement is intended as an employment agreement between Indemnitee and the Company or any of its subsidiaries or to create any right to continued employment of Indemnitee with the Company or
any of its subsidiaries in any capacity. 
 The Company acknowledges that it has entered into this Agreement and assumes the obligations imposed on it
hereby, in addition to and separate from its obligations to Indemnitee under the Certificate of Incorporation and the Bylaws, to induce Indemnitee to serve, or continue to serve, as an Agent, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as an Agent. 
 3. Indemnification. 

(a) Indemnification in Third Party Proceedings. Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent
permitted by the Code, as the same may be amended from time to time (but, to the fullest extent of the law, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such
amendment), if (i) Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding, other than a proceeding by or in the right of the Company to procure a judgment in its favor, for any and all Expenses and
Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such
proceeding, and (ii) Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to
believe that Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without
limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws, vote of the Company’s stockholders or disinterested directors, or applicable law. 

(b) Indemnification in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify
Indemnitee to the fullest extent permitted by the Code, as the same may be amended from time to time (but, to the fullest extent permitted by applicable law, only to the extent that such amendment permits Indemnitee to broader indemnification rights
than the Code permitted prior to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding by or in the right of the Company to procure a judgment in its favor, against any
and all (i) Expenses and (ii) to the fullest extent permitted by law, Liabilities actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceedings, if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that with respect to both clauses (i) and (ii) hereof, no indemnification for Expenses shall be made under this
Section 3(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that the Chancery Court of the State
of Delaware or any court in which the proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification. 

  
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 4. Indemnification of Expenses of Successful Party. To the fullest extent permitted by law,
the Company shall indemnify Indemnitee against all Expenses in connection with a proceeding to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter
therein, in whole or part, including the dismissal of any action without prejudice. If Indemnitee is not wholly successful in such proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or
matters in such proceeding, the Company shall indemnify Indemnitee, to the fullest extent permitted by law, against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim,
issue or matter. 
 5. Partial Indemnification; Witness Indemnification. If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any Expenses and Liabilities incurred by Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but is precluded by applicable law or the specific terms of this
Agreement to indemnification for the total amount thereof, then the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Notwithstanding any other provision of this Agreement, to the fullest extent
permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s acting as an Agent, a witness or otherwise asked to participate in any proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified
against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. 
 6. Advancement of Expenses. To the
extent not prohibited by law, the Company shall advance the Expenses incurred by Indemnitee in connection with any proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements requesting
such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause
Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the Expenses. Advances shall include any and
all Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement or otherwise and this right of advancement. Indemnitee acknowledges that the execution and delivery of this Agreement
shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance (without interest) if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final
judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding, including any appeal therein. This Section 6
shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 10. 
 7. Notice and Other
Indemnification Procedures. 
 (a) Notification of Proceeding/Cooperation. Indemnitee will notify the Company in writing promptly, and in no
event later than 10 days after service, upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement of
Expenses covered hereunder. The written notification to the Company shall include a description of the nature of the proceeding and the facts underlying the proceeding. The failure of Indemnitee to so notify the Company shall not relieve the Company
of any obligation which it may have to Indemnitee under this Agreement or otherwise, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Company will be entitled to
participate in the proceeding at its own expense. 
 (b) Request for Indemnification Payments. Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification under the terms
of this Agreement, and shall request payment thereof by the Company. 
 (c) Selection of Counsel. In the event the Company shall be obligated
hereunder to pay the Expenses of Indemnitee, the Company, if appropriate, shall be entitled to assume the defense or representation related to such proceeding against Indemnitee with counsel approved by Indemnitee (not to be unreasonably withheld)
upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such


  
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Claim at Indemnitee’s own expense and (ii) if (A) the engagement of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses
of Indemnitee’s separate counsel shall be considered an Expense. 
 (d) Determination of Right to Indemnification Payments. Upon written request
by Indemnitee for indemnification pursuant to the Section 7(b) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election
of the Board: (1) by a majority vote of the disinterested directors, even though less than a quorum; (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a
quorum; (3) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; or (4) if so directed by the
Board, by the stockholders of the Company; provided, however, that if there has been a Change in Control, then such determination shall be made by Independent Counsel selected by Indemnitee and approved by the Company (which approval shall
not be unreasonably withheld). For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee. Determination of
Indemnitee’s entitlement to indemnification shall be made by the Company within 60 days after receipt of the written request of Indemnitee. Claims for advancement of Expenses shall be made under the provisions of Section 6 herein. 

(e) Application for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(d) above, Indemnitee
shall have the right to apply to the Chancery Court of the State of Delaware for the purpose of enforcing Indemnitee’s right to indemnification or advancement of Expenses pursuant to this Agreement. In such an enforcement hearing or proceeding,
the burden of proof shall be on the Company to prove that indemnification or advancement of Expenses to Indemnitee is not required under this Agreement or permitted by applicable law. Any determination by the Company (including its Board, a
committee thereof or Independent Counsel) or its stockholders that Indemnitee is not entitled to indemnification hereunder shall not be a defense by the Company to the action nor create any presumption that Indemnitee is not entitled to
indemnification or advancement of Expenses hereunder. 
 (f) Indemnification of Certain Expenses. The Company shall indemnify Indemnitee
against all Expenses incurred in connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects. 

8. Presumptions and Effect of Certain Proceedings. 

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination will,
to the fullest extent not prohibited by law, presume Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 7 of this Agreement, and the Company will,
to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any
action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that
Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. 

(b) If the determination of Indemnitee’s entitlement to indemnification has not made pursuant to Section 7 within 60 days after the later of
(i) receipt by the Company of Indemnitee’s written request for indemnification pursuant to Section 7 and (ii) the final disposition of the proceeding for which Indemnitee requested indemnification (the “Determination
Period”), the requisite determination of entitlement to indemnification will, to the fullest extent not prohibited by law, be deemed to have been made; and Indemnitee will be entitled to such indemnification, absent (A) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (B) a prohibition of such
indemnification under applicable law. The Determination Period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in
good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, the Determination Period may be extended an additional 15 days if the determination of entitlement
to indemnification is to be made by the stockholders pursuant to Section 7(d) of this Agreement. 
  

  
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 (c) The termination of any proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal proceeding, that Indemnitee had reasonable cause
to believe that Indemnitee’s conduct was unlawful. 
 (d) For purposes of any determination of good faith, Indemnitee will be deemed to have
acted in good faith if Indemnitee acted based on the records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements; or on information supplied to Indemnitee by the directors or officers of the
Company, its subsidiaries, or an Enterprise in the course of their duties; or on the advice of legal counsel for the Company, its subsidiaries, or an Enterprise; or on information or records given or reports made to the Company or an Enterprise by
an independent certified public accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee will be deemed to have acted in a
manner “not opposed to the best interests of the Company,” as referred to in this Agreement, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries
of an employee benefit plan. The provisions of this Section 8(d) are not exclusive and do not limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this
Agreement. 
 (e) The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or
employee of the Enterprise may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under this Agreement. 

9. Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for Agents or for agents of
any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Agent or agent under such policy or policies. If, at the time of the
receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect or otherwise potentially available, the Company shall give prompt notice of the commencement of such proceeding to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such policies. 
 10. Exceptions. 

(a) Certain Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this
Agreement to indemnify Indemnitee on account of any proceeding with respect to: (i) remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this
respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable;
and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below); (ii) a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made
from the purchase or sale by Indemnitee of securities of the Company against Indemnitee pursuant to the provisions of Section 16(b) of the Exchange Act or other provisions of any federal, state or local statute or rules and regulations
thereunder; (iii) a final judgment or other final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific
determination); or (iv) a final judgment by a court of competent jurisdiction determining that indemnification of Indemnitee is prohibited by applicable law. For purposes of the foregoing sentence, a final judgment or other adjudication may be
reached in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement. 

  
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 (b) Claims Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the
Company shall not be obligated to indemnify or advance Expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee or its agents and not by way of defense, except (i) with respect to proceedings brought
against the Company to establish or enforce a right to indemnification or advancement under this Agreement or under any other agreement, provision in the Certificate of Incorporation or Bylaws or applicable law; or (ii) with respect to any
other proceeding initiated by Indemnitee that is either approved by the Board or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of Expenses may be provided by the Company in specific cases if
the Board determines it to be appropriate. 
 (c) Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company
shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a proceeding effected without the Company’s written consent. Neither the Company nor Indemnitee
shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed
settlement if the Company is also a party in such proceeding and determines in good faith that such settlement is not in the best interests of the Company and its stockholders. The Company shall not settle any proceeding in which Indemnitee is a
party without Indemnitee’s written consent unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such
proceeding; provided, however, that Indemnitee will not unreasonably withhold consent to any proposed settlement. 
 (d) Securities Act
Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee if such indemnification would be a violation of any undertaking appearing in
and required by the rules and regulations promulgated under the Securities Act of 1933, or in any registration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement
in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking shall supersede the
provisions of this Agreement and agrees to be bound by any such undertaking. 
 (e) Prior Payments. Any provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses to Indemnitee under this Agreement for which payment has actually been made to or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or indemnity policy. 

11. Nonexclusivity and Survival of Rights. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not
be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the Certificate of Incorporation, Bylaws or other agreements, both as to action in Indemnitee’s official capacity and
Indemnitee’s action as an Agent, in any court in which a proceeding is brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an Agent and shall inure to the benefit of the heirs, executors,
administrators and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under this Agreement shall be binding on the Company and its successors and assigns until terminated in accordance with its terms. The Company shall
require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such succession had taken place. 
 No amendment, alteration or repeal of this
Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in their corporate status prior to such amendment, alteration or repeal. To the
extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and
remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Indemnitee shall
not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee. 
  

  
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 12. Term. All the rights and privileges afforded by this agreement, including the right to
indemnification and the advancement of legal fees provided under this Agreement, shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an indemnifiable event even though Indemnitee
may have ceased to serve in such capacity at the time of any proceeding. No legal action shall be brought, and no cause of action shall be asserted, by or in the right of the Company against an Indemnitee or an Indemnitee’s estate, spouse,
heirs, executors or personal or legal representatives after the expiration of five years from the date of accrual of such cause of action; and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by
the timely filing of a legal action within such five-year period; provided, however, that if any shorter period of limitations is otherwise applicable to such cause of action, such shorter period shall govern. 

13. Other Rights to Indemnification or Advancement; Subrogation. 

(a) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or
more other Persons, other than an Enterprise, with whom or which Indemnitee may be associated (collectively, the “Secondary Indemnitors”). The relationship between the Company and such Secondary Indemnitors with respect to
Indemnitee’s rights to indemnification, advancement of Expenses, and insurance is described by this subsection, subject to the provisions of subsection (b) of this Section 13 with respect to a proceeding concerning Indemnitee’s
status with an Enterprise. 
 i. The Company hereby acknowledges and agrees: 

(A) the Company is the indemnitor of first resort with respect to any request for indemnification or advancement of Expenses made pursuant to
this Agreement concerning any proceeding; 
 (B) the Company is primarily liable for all indemnification and indemnification or advancement
of Expenses obligations for any proceeding, whether created by law, organizational or constituent documents, contract (including this Agreement) or otherwise; 

(C) any obligation of any Secondary Indemnitor to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding are
secondary to the obligations of the Company’s obligations; and 
 (D) the Company will indemnify Indemnitee and advance Expenses to
Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any Secondary Indemnitor. 
 ii. The
Company irrevocably waives, relinquishes and releases (A) any Secondary Indemnitor from any claim of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts paid by the
Company to Indemnitee pursuant to this Agreement and (B) any right to participate in any claim or remedy of Indemnitee against any Secondary Indemnitor, whether or not such claim, remedy or right arises in equity or under contract, statute or
common law, including, without limitation, the right to take or receive from any Secondary Indemnitor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or
security on account of such claim, remedy or right. 
 iii. In the event any Secondary Indemnitor or its respective insurers advances or extinguishes any
liability or loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers for all amounts so paid which would otherwise be payable by the Company or its insurers under this Agreement. In no event will payment by any
Secondary Indemnitor or their respective insurers affect the obligations of the Company hereunder or shift primary liability for the Company’s obligation to indemnify or advance of Expenses to any Secondary Indemnitor. 

iv. Any indemnification or advancement of Expenses provided by any Secondary Indemnitor is specifically in excess over the Company’s obligation to
indemnify and advance Expenses or any valid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company. 

(b) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any proceeding concerning Indemnitee’s status with
an Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of first
resort with respect to indemnification and advancement 

  
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of Expenses for any proceeding related to or arising from Indemnitee’s status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary
to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable action to obtain from an Enterprise indemnification and advancement of Expenses for any proceeding related to or
arising from Indemnitee’s corporate status with such Enterprise. 
 (c) In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance carrier or Enterprise. Indemnitee shall, at the request and expense of the Company, execute all papers required and shall do everything that
may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. 

14. Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification and advancement of Expenses to Indemnitee to the fullest extent now or hereafter permitted by law. 
 15. Severability. If any
provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions
of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the
fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 14 hereof. 

16. Amendment and Waiver. No supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed in writing
by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 

17. Notice. Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to or
served upon the parties hereto shall be in writing and by by electronic transmission delivered to legal@wework.com, shall be deemed to have been validly served, given or delivered when sent, if by overnight delivery, courier or personal delivery,
shall be deemed to have been validly served, given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered three business days after deposit in the United States mail, as registered or
certified mail, with proper postage prepaid and addressed to the party or parties to be notified at the addresses set forth on the signature page of this Agreement (or such other address(es) as a party may designate for itself by like notice). If to
the Company, notices and demands shall be delivered to the attention of the Chief Legal Officer of the Company and to Legal@wework.com. 
 18.
Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware. 

19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement. 

20. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof. 
 21. Entire Agreement. Subject to Section 11 hereof, this Agreement constitutes
the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, written and oral, between the parties with respect to the subject matter of this Agreement;
provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws, the Code and any other applicable law, and shall not be deemed a substitute therefor, and does not diminish or
abrogate any rights of Indemnitee thereunder. 

  
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 22. Information Sharing. If Indemnitee is the subject of or is implicated in any way during an
investigation, whether formal or informal, the Company shall promptly notify Indemnitee of such investigation. The Company shall further share with Indemnitee any information it has turned over to any third parties concerning the investigation
(“Shared Information”) at the time such information is so furnished, unless such notice is prohibited by any law, rule, regulation or formal order from a regulatory agency, would breach a confidentiality obligation owed to a
third party or would waive the Company’s attorney-client privilege. By executing this agreement, Indemnitee agrees that such Shared Information is material non-public information that Indemnitee is
obligated to hold in confidence and may not disclose publicly; provided, however, that Indemnitee is permitted to use the Shared Information and to disclose such Shared information to Indemnitee’s legal counsel and third parties solely
in connection with defending Indemnitee from legal liability. 
 23. Contribution. To the fullest extent permissible under applicable law, if
the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines,
penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the
circumstances of such proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such proceeding; and/or (ii) the relative fault of the
Company and Indemnitee in connection with such event(s) and/or transaction(s). 
 23. Consent to Jurisdiction. This Agreement and the legal
relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or
federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this
Agreement, (iii) agree to appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, an agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with
any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in
the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. 

[Signature Page to Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as
of the date first above written. 
  

			
	WEWORK INC.
		
	By:	 	  

	Name:
	 Title:
 Address: WeWork Inc., 575
Lexington Avenue,
 New York, NY 10022
 Attn: Chief Legal
Officer

	
	INDEMNITEE
	
	  

	Signature of Indemnitee
	
	  

	Print or Type Name of Indemnitee
	
	Address of Indemnitee


 [Signature Page to Indemnity Agreement]