Warby Parker Inc

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APPENDIX A

KEY PERFORMANCE MEASURES

“Active Customer” is defined as a unique customer that has made at least one purchase of any product or service in the preceding 12-month period.

“Average Revenue per Customer” is defined as net revenue for a given period divided by the number of Active Customers as of the end of that same period.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

This proxy statement refers to “adjusted EBITDA,” “adjusted EBITDA margin,” and “Free Cash Flow” which are not defined by generally accepted accounting principles (“GAAP”) and are considered non-GAAP financial measures. For each of these non-GAAP financial measures, we have provided below a reconciliation of the differences between the non-GAAP measures to the most directly comparable financial measures calculated in accordance with GAAP. We believe these non-GAAP financial measures may be useful in evaluating our financial information and comparing period-to-period performance, and we have incorporated adjusted EBITDA margin income as a performance measure in the Company’s Annual Bonus Program. However, these measures should not be considered in isolation and should be viewed in addition to, and not as an alternative to, our reported results prepared in accordance with GAAP. In addition, our non-GAAP financial information may not be comparable to similarly titled measures reported by other companies.

“Adjusted EBITDA” is defined as net income (loss) before interest and other income (loss), taxes, and depreciation and amortization as further adjusted for asset impairment costs, stock-based compensation expense and related employer payroll taxes, amortization of cloud-based software implementation costs, non-cash charitable donations, and non-recurring costs such as restructuring costs, major system implementation costs, and direct listing or other transaction costs.

“Adjusted EBITDA margin” is defined as adjusted EBITDA divided by net revenue.

“Free Cash Flow” is defined as net cash provided by operating activities minus purchases of property and equipment.

Warby Parker Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures (Unaudited)

The following table reconciles adjusted EBITDA and adjusted EBITDA margin to the most directly comparable GAAP measure, which is net loss:

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(1)

Represents expenses related to the Company’s equity-based compensation programs and related employer payroll taxes, which may vary significantly from period to period depending upon various factors including the timing, number, and the valuation of awards granted, vesting of awards including the satisfaction of performance conditions, and the impact of repurchases of awards from employees. Included in stock-based compensation expense for the twelve months ended December 31, 2023 is $2.2 million of liability based awards resulting from accrued bonuses that will be settled in equity in the first quarter of 2024. For each of the twelve months ended December 31, 2023, and December 31, 2022, the amount includes $0.6 million of employer payroll costs associated with releases of RSUs and option exercises.

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(2)

Represents charitable expense recorded in connection with the donation of 56,938 shares of Class A common stock to charitable donor advised funds in June 2023 and 178,572 shares of Class A common stock in both August 2023 and May 2022 to the Warby Parker Impact Foundation, and a donation of 34,528 shares of Class A common stock to third-party charitable donor advised funds in November 2022.

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(3)

Represents the amortization of costs capitalized in connection with the implementation of cloud-based software.

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(4)

Represents internal and external non-capitalized costs related to the implementation of our new Enterprise Resource Planning system which went live in 2023.

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(5)

Represents employee severance and related costs for our restructuring plan that was executed in August 2022 and other non-recurring costs , including charges for legal matters.

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The following table reflects a reconciliation of Free Cash Flow to its most directly comparable financial measure prepared in accordance with GAAP:

SCAN TOVIEW MATERIALS & VOTE WARBY PARKER INC.233 SPRING STREET, 6TH FLOOR EAST NEW YORK, NY 10013 VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on June 6, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/WRBY2024You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on June 6, 2024. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V43567-TBD KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Proxy Statement and Form 10-K are available at www.proxyvote.com.V43568-TBDWARBY PARKER INC.Annual Meeting of Stockholders June 7, 2024 11:30 AM EDTThis proxy is solicited by the Board of DirectorsThe undersigned stockholder(s) of Warby Parker Inc. hereby appoint(s) Neil Blumenthal, Dave Gilboa and Chris Utecht, or any of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy card, all of the shares of Class A common stock and/or Class B common stock, as applicable, of Warby Parker Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:30 AM EDT on June 7, 2024, via a live webcast at www.virtualshareholdermeeting.com/WRBY2024, and any adjournment, continuation or postponement thereof. Such proxies are authorized to vote in their discretion (x) for the election of any person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve, (y) on any matter that the Board of Directors did not know would be presented at the Annual Meeting by a reasonable time before the proxy solicitation was made, and (z) on such other business as may properly be brought before the meeting or any adjournment, continuation, or postponement thereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.Continued and to be signed on reverse side