Common use of Clear Secure Ownership Clause in Contracts

Clear Secure Ownership. (a) If at any time Clear Secure issues a share of Class A Common Stock or Class B Common Stock or any other Equity Security of Clear Secure entitled to any economic rights (including in the IPO) (an “Economic Clear Secure Security”) with regard thereto (other than Class C Common Stock, Class D Common Stock or other Equity Security of Clear Secure not entitled to any economic rights with respect thereto), (i) the Company shall issue to Clear Secure one Common Unit (if Clear Secure issues a share of Class A Common Stock or Class B Common Stock) or such other Equity Security of the Company (if Clear Secure issues an Economic Clear Secure Security other than Class A Common Stock or Class B Common Stock) corresponding to the Economic Clear Secure Security, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Economic Clear Secure Security and (ii) the net proceeds received by Clear Secure with respect to the corresponding Economic Clear Secure Security, if any, shall be concurrently contributed to the Company; provided, however, that if Clear Secure issues any Economic Clear Secure Securities, some or all of the net proceeds of which are to be used to fund expenses or other obligations of Clear Secure for which Clear Secure would be permitted a distribution pursuant to Section 5.03(c), then Clear Secure shall not be required to transfer such net proceeds to the Company which are used or will be used to fund such expenses or obligations, and provided, further, that if Clear Secure issues any shares of Class A Common Stock or Class B Common Stock in order to purchase or fund the purchase from a Non-Clear Secure Member of a number of Common Units (and shares of Class C Common Stock or Class D Common Stock, as applicable) or to purchase or fund the purchase of shares of Class A Common Stock or Class B Common Stock, in each case equal to the number of shares of Class A Common Stock or Class B Common Stock issued, then the Company shall not issue any new Common Units in connection therewith and Clear Secure shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred to such Non-Clear Secure Member as consideration for such purchase). (b) Notwithstanding Section 4.01(a), this Article IV shall not apply (i) to the issuance and distribution to holders of shares of Clear Secure Common Stock of rights to purchase Equity Securities of Clear Secure under a “poison pill” or similar shareholders rights plan (it being understood that upon exchange of Paired Interests for Class A Common Stock or Class B Common Stock, as the case may be, pursuant to the Exchange Agreement, such Class A Common Stock or Class B Common Stock, as the case may be, will be issued together with a corresponding right) or (ii) to the issuance under the Clear Secure Equity Plan or Clear Secure’s other employee benefit plans of any warrants, options or other rights to acquire Equity Securities of Clear Secure or rights or property that may be converted into or settled in Equity Securities of Clear Secure, but shall in each of the foregoing cases apply to the issuance of Equity Securities of Clear Secure in connection with the exercise or settlement of such rights, warrants, options or other rights or property.