Common use of Units; Admission of Members Clause in Contracts

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii) of the Reorganization Agreement, (i) Pubco has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member (the “Member Schedule”), which shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interests.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii2.01(a)(iii) of the Reorganization Agreement, (i) Pubco has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, has hereby reclassified all of its outstanding equity interests outstanding into and issued, respectively, an aggregate of 22,766,889 LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the ReorganizationReorganization , each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member Persons listed on Schedule A (the “Member Schedule”), which ) owns the number of LLC Units set forth opposite such Member’s name on the Member Schedule. The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything Agreement and, upon any subsequent update to the contrary contained herein or in the Delaware ActMember Schedule, neither the Managing Member nor the Company shall be required to disclose an unredacted promptly deliver a copy of such updated Member Schedule to any Non-Pubco Member, or any other information showing the identity each of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage InterestMembers. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including approve with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members in proportion to based on their respective Percentage InterestsLLC Units.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii2.1(d)(ii) of the Reorganization Agreement, (i) Pubco RocketCo has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant has hereby reclassified all membership interests of the Company outstanding as of immediately prior to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests Form 8-A Effective Time into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member Common Units, in the aggregate, set forth on Schedule A (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything Agreement and, upon any subsequent update to the contrary contained herein or in the Delaware ActMember Schedule, neither the Managing Member nor the Company shall be required to disclose an unredacted promptly deliver a copy of such updated Member Schedule to any Non-Pubco each Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cb) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members in proportion to based on their respective Percentage InterestsCommon Units.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii2.1(b)(iii) of the Reorganization Agreement, (i) Pubco Clear Secure has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant has hereby reclassified all membership interests of the Company outstanding as of immediately prior to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests Form 8-A Effective Time into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member Common Units, in the aggregate, set forth on Schedule A (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything Agreement and, upon any subsequent update to the contrary contained herein or in the Delaware ActMember Schedule, neither the Managing Member nor the Company shall be required to disclose an unredacted promptly deliver a copy of such updated Member Schedule to any Non-Pubco each Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cb) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including approve with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members based on their Common Units. (c) Unvested Common Units shall be subject to the terms of the MIP, and the Managing Member shall have sole and absolute discretion to interpret and administer the MIP and to adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Common Units in proportion accordance with this Agreement. Distributions shall not be made in respect of Unvested Common Units. Unvested Common Units that fail to their respective Percentage Interestsvest and are forfeited by the applicable Unvested Member shall be cancelled by the Company (and the corresponding shares of Class C Common Stock or Class D Common Stock, as applicable, constituting the remainder of any Paired Interests in which such Unvested Common Units were included shall be cancelled by Clear Secure, in each case for no consideration) and shall not be entitled to any distributions pursuant to Section 5.03.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii2.1(b)(i)-(x) of the Reorganization Agreement, (i) Pubco has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, has hereby reclassified all of its the Original Units outstanding equity interests as of immediately prior to the Effective Time as set forth opposite each of the Persons listed on Schedule A (the “Member Schedule”) in the columns titled “Class of Original Units” and “Number of Original Units (Prior to Reclassification)” into and issued, respectively, the number of LLC Units. Units set forth opposite each of the Persons listed on the Member Schedule in the column titled “LLC Units (After Reclassification and Unit Split).” After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each such LLC Units are issued and outstanding as of the Pre-IPO Holders owns Effective Time and the holders of such LLC Units hereby continue as Members. The Members agree that immediately following the Effective Time, no fractional LLC Unit will remain outstanding and any fractional LLC Unit held by a Member shall be redeemed by the Company, immediately following the Effective Time, for cash consideration equal to the product of (x) the fractional LLC Unit held by such Member and (y) the price at which the Class A Common Stock is sold in the IPO, which cash consideration shall be paid, at the option of the Company by way of check, cash or wire transfer of funds, to such Member within thirty (30) Business Days of the date hereof. The whole number of LLC Units calculated as held by the Members after redemption of any fractional LLC Units is set forth opposite the name of the respective Member on Schedule A in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of column titled “LLC Units owned by each (After Fractional Redemptions).” (c) The Member (the “Member Schedule”), which Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cd) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interests.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii2.01(a)(iii) of the Reorganization Agreement, (i) Pubco has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, has hereby reclassified all of its outstanding equity interests outstanding into and issued, respectively, an aggregate of [●] LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the ReorganizationReorganization , each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member Persons listed on Schedule A (the “Member Schedule”), which ) owns the number of LLC Units set forth opposite such Member’s name on the Member Schedule. The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything Agreement and, upon any subsequent update to the contrary contained herein or in the Delaware ActMember Schedule, neither the Managing Member nor the Company shall be required to disclose an unredacted promptly deliver a copy of such updated Member Schedule to any Non-Pubco Member, or any other information showing the identity each of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage InterestMembers. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including approve with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members in proportion to based on their respective Percentage InterestsLLC Units.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii) of the Reorganization Agreement, (i) Pubco has been admitted to the The Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in maintain a schedule setting forth the names and the number of LLC Units owned by each Member (the “Member Schedule”), which shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Texas Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock or Class C Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interests.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii) of the Reorganization Agreement, (i) Pubco has been admitted to the Company hereby establishes a new class of Common Units consisting of one Class M Common Unit having the terms set forth herein, and issues such Class M Common Unit to Pubco (as Managing Member) as set forth on Schedule A (the Managing “Member Schedule”) and (ii) the Company has, pursuant hereby establishes a new class of Nonvoting Common Units having the terms set forth herein. All Membership Interests (as defined in the Initial LLC Agreement) outstanding as of immediately prior to the Recapitalization Agreement and Contribution and Exchange AgreementsEffective Time, reclassified all of its outstanding equity interests into and issuedwhich are held by Holdings, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and reclassified into the number of LLC Units owned by each Member (Nonvoting Common Units, in the “aggregate, set forth opposite Holdings’ name on the Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither Agreement and the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, promptly deliver a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interestto any Member that so requests. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cb) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members in proportion to based on their respective Percentage InterestsCommon Units.

Units; Admission of Members. (a) Each Member’s ownership interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member , which may be divided into one or more types, classes or series, or subseries of Units shall entitle such Member to allocations of profits any type, class or series, with each type, class or series, or subseries thereof, having the rights and losses and other items and distributions of cash and other property as is privileges, set forth in Article 5. Units shall be issued in non-certificated formthis Agreement. (b) Effective upon The Managing Member shall have the Reorganization, pursuant right to Section 2.1(b)(i)-(iii) authorize and cause the Company to issue an unlimited number of the Reorganization Agreement, (i) Pubco has been admitted Class A Units. The Company may only issue additional Management Incentive Units to the Company as extent such issuance is approved in writing by the Managing Member, the TPG Member and (ii) the Company has, pursuant Intel Member. The number and type of Units issued to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as Member shall be set forth in opposite such Member’s name on the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption redemption, conversion or Transfer, the admission of additional Additional Members or substitute Substitute Members and the resulting Percentage Interest of each Member. The Managing Member may from time to time redact the Member Schedule in its sole discretion and no Person other than the Managing Member, the TPG Member, the Intel Member and the TB Member shall have a right to review the unredacted Member Schedule, unless otherwise required by applicable Law. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. Fractional Units are hereby expressly permitted. (c) The Class A Units and Management Incentive Units may be subject to vesting and other terms and conditions as set forth in an Award Agreement (or Award Agreements). Each Management Incentive Unit shall be subject to a return threshold (the “Management Incentive Unit Return Threshold”), which shall be, for each Management Incentive Unit that is intended to constitute a Profits Interest for U.S. federal income tax purposes, an amount not less than the amount determined by the Managing Member to be necessary to cause such Management Incentive Unit to constitute a Profits Interest, as set forth on the Member Schedule. Each Management Incentive Unit that is intended to constitute a Profits Interest shall have an initial Capital Account at the time of its issuance equal to zero dollars ($0.00). (d) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and series, in each case, having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of approve in its Subsidiaries, other equity compensation agreements, options or warrantsdiscretion. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and the resulting dilution, which shall be borne pro rata by all Members in proportion to based on their respective Percentage InterestsClass A Units and Management Incentive Units (taking into account the applicable unsatisfied Management Incentive Unit Return Thresholds).

Units; Admission of Members. (a) Each Member’s ownership interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member , which may be divided into one or more types, classes or series, or subseries of Units shall entitle such Member to allocations of profits any type, class or series, with each type, class or series, or subseries thereof, having the rights and losses and other items and distributions of cash and other property as is privileges, set forth in Article 5. Units shall be issued in non-certificated formthis Agreement. (b) Effective upon The Managing Member shall have the Reorganization, pursuant right to Section 2.1(b)(i)-(iii) authorize and cause the Company to issue an unlimited number of Common Units. The number and type of Units issued to each Member shall be set forth opposite such Member’s name on the schedule of Members of the Reorganization Agreement, (i) Pubco has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded held by the Company in a schedule setting forth the names its books and the number of LLC Units owned by each Member records (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional Additional Members or substitute Substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Common Units may be subject to vesting and other terms and conditions as set forth in the Vesting Letters. (d) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and series, in each case, having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of approve in its Subsidiaries, other equity compensation agreements, options or warrantsdiscretion. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and the resulting dilution, which shall be borne pro rata by all Members based on their Common Units. (e) Unvested Common Units shall be subject to the terms of this Agreement and the applicable Vesting Letters, and the Managing Member shall have sole and absolute discretion to interpret and administer the Vesting Letters and to adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Common Units in proportion accordance with this Agreement and the applicable Vesting Letters. Unvested Common Units that fail to their respective Percentage Interestsvest and are forfeited by the applicable Member shall be cancelled by the Company (and shares of Class X Common Stock held by the applicable Member shall be cancelled, for no consideration) and shall not be entitled to any distributions pursuant to Section 5.02. (f) Unless the Managing Member otherwise directs, Units will not be represented by certificates.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to as a result of the transactions described in Section 2.1(b)(i)-(iii2.1(b)(iii)-(iv) of the Reorganization Agreement, (i) Pubco has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange AgreementsWSP Merger Agreement. Such information shall be recorded by the Company in a schedule setting forth the names names, the number, type and the number Participation Threshold (if any) of LLC Units owned by each Member (the “Member Schedule”), which shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interests. (d) The Members intend that the taxation of the Profits Units, including the issuance of the Profits Units to Substitute Members or Additional Members, shall be determined in accordance with the following. The taxation of such issuance of such Profits Units shall be in accordance with Rev. Proc. 93-27, 1993-2 C.B. 343 and Rev. Proc. 2001-43, 2001-2 C.B. 191, with the effect that such Profits Units shall be treated as issued and outstanding as of the date of issuance and will be treated as a profits interest. Without limiting the foregoing, upon issuances of the revenue procedure contemplated by IRS Notice 2005-43, the Company and the Members agree to treat the Profits Units as “safe harbor partnership interests” (as defined in such IRS Notice) and to take such actions as may be required under such revenue procedure in order for the Profits Units to be so treated.

Units; Admission of Members. (ai) In connection with the Transactions, PubCo acquired Original Units (which will be converted into Common Units pursuant to the Recapitalization in accordance with Section 3.04) and was admitted as a Member and (ii) PubCo will acquire additional Common Units pursuant to the IPO Common Unit Subscription Agreement. Each Member’s ownership interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member , which may be divided into one or more types, classes or series, or subseries of Units shall entitle such Member to allocations of profits any type, class or series, with each type, class or series, or subseries thereof, having the rights and losses and other items and distributions of cash and other property as is privileges, set forth in Article 5. Units shall be issued in non-certificated formthis Agreement. (b) Effective upon The number and type of Units issued to each Member shall be set forth opposite such Member’s name on the Reorganization, pursuant to Section 2.1(b)(i)-(iii) schedule of Members of the Reorganization Agreement, (i) Pubco has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded held by the Company in a schedule setting forth the names its books and the number of LLC Units owned by each Member records (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional Additional Members or substitute Substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) No Member shall be required or, except as approved by the Managing Member and in accordance with the other provisions of this Agreement, permitted to (i) loan any money or property to the Company, (ii) borrow any money or property from the Company or (iii) make any additional Capital Contributions. (d) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and series, in each case, having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of approve in its Subsidiaries, other equity compensation agreements, options or warrantsdiscretion. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilutionissuances. (e) Unless the Managing Member otherwise directs, which shall Units will not be borne represented by all Members in proportion to their respective Percentage Interestscertificates.

Units; Admission of Members. (a) Each Member’s interest in Immediately after the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the ReorganizationTime, pursuant to Section 2.1(b)(i)-(iii) of the Reorganization Master Transaction Agreement, (i) Pubco has been admitted to the Company hereby establishes a new class of Common Units consisting of one Voting Common Unit having the terms set forth herein, and issues such Voting Common Unit to Pubco as set forth on Schedule A (the Managing “Member Schedule”) and (ii) the Company has, pursuant hereby establishes a new class of Nonvoting Common Units having the terms set forth herein. All limited liability company interests in the Company outstanding as of immediately prior to the Recapitalization Agreement and Contribution and Exchange AgreementsEffective Time, reclassified all of its outstanding equity interests which are held by Holdings, shall be reclassified into and issuedNonvoting Common Units, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the ReorganizationCompany hereby issues Nonvoting Common Units to Pubco, in each of the Pre-IPO Holders owns a number of LLC Units calculated case, as set forth in on the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member Officers on behalf of the Company in accordance with this Agreement. Notwithstanding anything to , and the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company Board shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, promptly deliver a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interestto any Member that so requests. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member Officers to reflect such issuance, repurchase, redemption or Transfer, the admission of additional Additional Members or substitute Substitute Members and the resulting Economic Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cb) The Managing Member Board may cause the Company to authorize and issue from time to time such other additional Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing MemberBoard. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member Board shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other additional Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member Board to reflect such additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interestsissuances.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article ‎Article 5. Units shall be issued in non-certificated form. (b) Effective upon Upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii) effectiveness of the Reorganization this Agreement, (i) Pubco has been is hereby admitted to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, has hereby reclassified all of its outstanding equity interests outstanding into and issued, respectively, an aggregate of [●]1 LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganizationabove, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member Persons listed on Schedule A (the “Member Schedule”), which ) owns the number of LLC Units set forth opposite such Member’s name on the Member Schedule. The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything Agreement and, upon any subsequent update to the contrary contained herein or in the Delaware ActMember Schedule, neither the Managing Member nor the Company shall be required to disclose an unredacted promptly deliver a copy of such updated Member Schedule to any Non-Pubco Member, or any other information showing the identity each of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage InterestMembers. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including approve with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members in proportion to based on their respective Percentage InterestsLLC Units.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii) as of the Reorganization execution of this Agreement, (i) Pubco has been admitted each Member hereby exchanges the Original Units held by such Member immediately prior to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization execution of this Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and for the number of LLC Units owned by each set forth opposite the name of such Member on Schedule A (the “Member Schedule”)) in the column titled “LLC Units”. As a result of such exchange, which the Original Units held by each Member immediately prior to the execution of this Agreement are hereby cancelled and extinguished without any further action by any Person. (c) The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cd) The Managing Member may cause the Company to authorize and issue pursuant to Section 4.01, from time to time time, such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interests. (e) In addition to amendments permitted by Section 3.01(d), the Managing Member, in its sole discretion and without the approval at the time of any other Member or other Person bound by this Agreement and notwithstanding Section 13.10, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, as the Managing Member determines in its sole discretion to be necessary, desirable or advisable to effect the combination, subdivision and/or reclassification of outstanding Units as may be necessary or appropriate to give, economic effect to equity investments in the Company by the Managing Member that are not accompanied by the issuance by the Company to the Managing Member of additional Units and to update the books and records of the Company accordingly.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article ‎Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii) of the Reorganization Agreement, (i) Pubco has been admitted to the Company as the Managing Member and (iii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member (the “Member Schedule”), which shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interests.

Units; Admission of Members. (a) Each Member’s ownership interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member , which may be divided into one or more types, classes or series, or subseries of Units shall entitle such Member to allocations of profits any type, class or series, with each type, class or series, or subseries thereof, having the rights and losses and other items and distributions of cash and other property as is privileges, set forth in Article 5. Units shall be issued in non-certificated formthis Agreement. (b) Effective upon The Manager shall have the Reorganization, pursuant right to Section 2.1(b)(i)-(iii) authorize and cause the Company to issue a number of the Reorganization Agreement, (i) Pubco has been admitted Company Options equal to the Company as number of Surviving Corporation Options into which the Managing Member and (ii) the Company has, vested TK Newco Options convert pursuant to the Recapitalization Agreement and Contribution and Exchange AgreementsBusiness Combination Agreement, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Class G Units calculated as equal to the number of issued and outstanding shares of Class G Common Stock and an unlimited number of Common Units. The number and type of Units issued to each Member and the number, exercise price, vesting schedule and expiration date of each Company Option held by PubCo shall be set forth in opposite such Member’s name on the Recapitalization Agreement and schedule of Members of the Contribution and Exchange Agreements. Such information shall be recorded Company held by the Company in a schedule setting forth the names its books and the number of LLC Units owned by each Member records (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member Manager on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, including in connection with the exercise by PubCo of any Company Option, the Member Schedule shall be amended by the Managing Member Manager to reflect such issuance, repurchase, redemption or Transfer, the admission of additional Additional Members or substitute Substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Managing Member Common Units may be subject to vesting and other terms and conditions as set forth in the Vesting Letters or in any Equity Incentive Plan. (d) The Manager may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and series, in each case, having the designations, preferences and/or special rights as may be determined by the Managing MemberManager. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member Manager shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of approve in its Subsidiaries, other equity compensation agreements, options or warrantsdiscretion. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member Manager to reflect such additional issuances and resulting dilution, which issuances. (e) Unvested Units shall be borne subject to the terms of this Agreement and the applicable Vesting Letters and any Equity Incentive Plan, and the Manager shall have sole and absolute discretion to interpret and administer the Vesting Letters and Equity Incentive Plan and to adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Units in accordance with this Agreement and the applicable Vesting Letters and Equity Incentive Plan. Unvested Units that fail to vest are forfeited by all Members the applicable Member shall be cancelled by the Company (and corresponding shares of Class B Common Stock held by the applicable Member shall be cancelled, in proportion each case for no consideration) and shall not be entitled to their respective Percentage Interestsany distributions pursuant to Section 5.03. (f) Unless the Manager otherwise directs, Units will not be represented by certificates.

Units; Admission of Members. (a) Each Member’s ownership interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member , which may be divided into one or more types, classes or series, or subseries of Units shall entitle such Member to allocations of profits any type, class or series, with each type, class or series, or subseries thereof, having the rights and losses and other items and distributions of cash and other property as is privileges, set forth in Article 5. Units shall be issued in non-certificated formthis Agreement. (b) Effective upon The Managing Member shall have the Reorganization, pursuant right to Section 2.1(b)(i)-(iii) authorize and cause the Company to issue an unlimited number of Common Units. The number and type of Units issued to each Member shall be set forth opposite such Member’s name on the schedule of Members of the Reorganization Agreement, (i) Pubco has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded held by the Company in a schedule setting forth the names its books and the number of LLC Units owned by each Member records (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional Additional Members or substitute Substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Common Units may be subject to vesting and other terms and conditions as set forth in the Vesting Letters. (d) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and series, in each case, having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of approve in its Subsidiaries, other equity compensation agreements, options or warrantsdiscretion. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and the resulting dilution, which shall be borne pro rata by all Members based on their Common Units. (e) Unvested Common Units shall be subject to the terms of this Agreement and the applicable Vesting Letters, and the Managing Member shall have sole and absolute discretion to interpret and administer the Vesting Letters and to adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Common Units in proportion accordance with this Agreement and the applicable Vesting Letters. Unvested Common Units that fail to their respective Percentage Interestsvest and are forfeited by the applicable Member shall be cancelled by the Company (and shares of Class X Common Stock held by the applicable Member shall be cancelled, for no consideration) and shall not be entitled to any distributions pursuant to Section 5.03. (f) Unless the Managing Member otherwise directs, Units will not be represented by certificates.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii) [·] of the Reorganization Agreement, (i) Pubco RocketCo has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant has hereby reclassified all membership interests of the Company outstanding as of immediately prior to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests Form 8-A Effective Time into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member Common Units, in the aggregate, set forth on Schedule A (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything Agreement and, upon any subsequent update to the contrary contained herein or in the Delaware ActMember Schedule, neither the Managing Member nor the Company shall be required to disclose an unredacted promptly deliver a copy of such updated Member Schedule to any Non-Pubco each Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cb) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members in proportion to based on their respective Percentage InterestsCommon Units.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii) as of the Reorganization execution of this Agreement, (i) Pubco has been admitted each Member hereby exchanges the Original Units held by such Member immediately prior to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization execution of this Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and for the number of LLC Units owned by each set forth opposite the name of such Member on Schedule A (the “Member Schedule”)) in the column titled “LLC Units”. As a result of such exchange, which the Original Units held by each Member immediately prior to the execution of this Agreement are hereby cancelled and extinguished without any further action by any Person. (c) The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cd) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such WEIL:\98074461\9\40590.0003 additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interests. (e) In addition to amendments permitted by Section 3.01(d), the Managing Member, in its sole discretion and without the approval at the time of any other Member or other Person bound by this Agreement and notwithstanding Section 13.10, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, as the Managing Member determines in its sole discretion to be necessary, desirable or advisable to effect the combination, subdivision and/or reclassification of outstanding Units as may be necessary or appropriate to give, economic effect to equity investments in the Company by the Managing Member that are not accompanied by the issuance by the Company to the Managing Member of additional Units and to update the books and records of the Company accordingly.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii) as of the Reorganization execution of this Agreement, (i) Pubco has been admitted each Member hereby exchanges the Original Units held by such Member immediately prior to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization execution of this Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and for the number of LLC Units owned by each set forth opposite the name of such Member on Schedule A (the “Member Schedule”)) in the column titled “LLC Units”. As a result of such exchange, which the Original Units held by each Member immediately prior to the execution of this Agreement are hereby cancelled and extinguished without any further action by any Person. (c) The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cd) The Managing Member may cause the Company to authorize and issue pursuant to Section 4.01, from time to time time, such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to WEIL:\98138660\9\68083.0004 Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interests. (e) In addition to amendments permitted by Section 3.01(d), the Managing Member, in its sole discretion and without the approval at the time of any other Member or other Person bound by this Agreement and notwithstanding Section 13.10, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, as the Managing Member determines in its sole discretion to be necessary, desirable or advisable to effect the combination, subdivision and/or reclassification of outstanding Units as may be necessary or appropriate to give, economic effect to equity investments in the Company by the Managing Member that are not accompanied by the issuance by the Company to the Managing Member of additional Units and to update the books and records of the Company accordingly.

Units; Admission of Members. (a) Each Member’s ownership interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member , which may be divided into one or more types, classes or series, or subseries of Units shall entitle such Member to allocations of profits any type, class or series, with each type, class or series, or subseries thereof, having the rights and losses and other items and distributions of cash and other property as is privileges, set forth in Article 5. Units shall be issued in non-certificated formthis Agreement. (b) Effective upon The Managing Member shall have the Reorganization, pursuant right to Section 2.1(b)(i)-(iii) authorize and cause the Company to issue a number of the Reorganization Agreement, (i) Pubco has been admitted Company Options equal to the Company as number of Surviving Corporation Options into which the Managing Member and (ii) the Company has, vested TK Newco Options convert pursuant to the Recapitalization Agreement and Contribution and Exchange AgreementsBusiness Combination Agreement, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Class G Units calculated as equal to the number of issued and outstanding shares of Class G Common Stock and an unlimited number of Common Units. The number and type of Units issued to each Member and the number, exercise price, vesting schedule and expiration date of each Company Option held by PubCo shall be set forth in opposite such Member’s name on the Recapitalization Agreement and schedule of Members of the Contribution and Exchange Agreements. Such information shall be recorded Company held by the Company in a schedule setting forth the names its books and the number of LLC Units owned by each Member records (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, including in connection with the exercise by PubCo of any Company Option, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional Additional Members or substitute Substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Common Units may be subject to vesting and other terms and conditions as set forth in the Vesting Letters or in any Equity Incentive Plan. (d) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and series, in each case, having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of approve in its Subsidiaries, other equity compensation agreements, options or warrantsdiscretion. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which issuances. (e) Unvested Units shall be borne subject to the terms of this Agreement and the applicable Vesting Letters and any Equity Incentive Plan, and the Managing Member shall have sole and absolute discretion to interpret and administer the Vesting Letters and Equity Incentive Plan and to adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Units in accordance with this Agreement and the applicable Vesting Letters and Equity Incentive Plan. Unvested Units that fail to vest are forfeited by all Members the applicable Member shall be cancelled by the Company (and corresponding shares of Class B Common Stock held by the applicable Member shall be cancelled, in proportion each case for no consideration) and shall not be entitled to their respective Percentage Interestsany distributions pursuant to Section 5.03. (f) Unless the Managing Member otherwise directs, Units will not be represented by certificates.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article ARTICLE 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to [Section 2.1(b)(i)-(iii) )] of the Reorganization Agreement, (i) Pubco has been admitted to the Company as the Managing Member and (ii) as consideration in the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the ReorganizationH&W Merger, each of the Pre-IPO Holders owns a number of Holder was issued LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreementsexchange for their H&W FH interests. Such information shall will be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member (the “Member Schedule”)) as set forth on Exhibit A attached hereto, which shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number and class of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total number of issued and outstanding LLC Units, and such Member’s LLC Unit Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting LLC Unit Percentage Interest Interest, as applicable, of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The In connection with the Reorganization and following the 2021 Pubco Preferred Stock Issuance and the IPO, Pubco will contribute to the Company a portion of the net proceeds received from the IPO and 2021 Pubco Preferred Stock Issuance in exchange for Preferred Units and LLC Units; provided that in the event that the number of Preferred Units issued to Pubco in exchange for the contribution of proceeds pursuant to this Section 3.01(c) does not equal the number of shares of Pubco Preferred Stock outstanding after the IPO, (x) Pubco will not acquire any LLC Units from the Company and (y) a portion of the LLC Units acquired from LCAT will be recapitalized into Preferred Units such that, immediately after such recapitalization, (A) the total number of Preferred Units held by Pubco equals the number of shares of Pubco Preferred Stock outstanding and (B) the number of LLC Units held by Pubco equals the number of shares of Class A Common Stock outstanding. (d) Any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of Class A Common Stock will be accompanied by an identical subdivision or combination, as applicable, of LLC Units. Subject Section 3.02, any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the Pubco Preferred Stock will be accompanied by an identical subdivision or combination, as applicable, of Preferred Units. (e) Subject to Section 3.02, the Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interests.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii) [2.1(b)(iii)] of the Reorganization Agreement, (i) Pubco Clear Secure has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant has hereby reclassified all membership interests of the Company outstanding as of immediately prior to the Recapitalization Agreement and Contribution and Exchange Agreements, reclassified all of its outstanding equity interests Form 8-A Effective Time into and issued, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member Common Units, in the aggregate, set forth on Schedule A (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything Agreement and, upon any subsequent update to the contrary contained herein or in the Delaware ActMember Schedule, neither the Managing Member nor the Company shall be required to disclose an unredacted promptly deliver a copy of such updated Member Schedule to any Non-Pubco each Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cb) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including approve with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members based on their Common Units. (c) Unvested Common Units shall be subject to the terms of the MIP, and the Managing Member shall have sole and absolute discretion to interpret and administer the MIP and to adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Common Units in proportion accordance with this Agreement. Distributions shall not be made in respect of Unvested Common Units. Unvested Common Units that fail to their respective Percentage Interestsvest and are forfeited by the applicable Unvested Member shall be cancelled by the Company (and the corresponding shares of Class C Common Stock or Class D Common Stock, as applicable, constituting the remainder of any Paired Interests in which such Unvested Common Units were included shall be cancelled by Clear Secure, in each case for no consideration) and shall not be entitled to any distributions pursuant to Section 5.03.

Units; Admission of Members. (a) Each Member’s interest in Immediately after the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the ReorganizationTime, pursuant to Section 2.1(b)(i)-(iii) of the Reorganization Master Transaction Agreement, (i) Pubco has been admitted to the Company hereby establishes a new class of Common Units consisting of one Voting Common Unit having the terms set forth herein, and issues such Voting Common Unit to Pubco as set forth on Schedule A (the Managing “Member Schedule”) and (ii) the Company has, pursuant hereby establishes a new class of Nonvoting Common Units having the terms set forth herein. All limited liability company interests in the Company outstanding as of immediately prior to the Recapitalization Agreement and Contribution and Exchange AgreementsEffective Time, reclassified all of its outstanding equity interests which are held by Holdings, shall be reclassified into and issued97,474,180 Nonvoting Common Units, respectively, LLC Units. After giving effect to the reclassification and issuances described in clause (ii) above and the ReorganizationCompany hereby issues 39,428,571 Nonvoting Common Units to Pubco, in each of the Pre-IPO Holders owns a number of LLC Units calculated case, as set forth in on the Recapitalization Agreement and the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each Member (the “Member Schedule”), which . The Member Schedule shall be maintained by the Managing Member Officers on behalf of the Company in accordance with this Agreement. Notwithstanding anything to , and the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company Board shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, promptly deliver a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interestto any Member that so requests. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member Officers to reflect such issuance, repurchase, redemption or Transfer, the admission of additional Additional Members or substitute Substitute Members and the resulting Economic Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cb) The Managing Member Board may cause the Company to authorize and issue from time to time such other additional Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing MemberBoard. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member Board shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other additional Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member Board to reflect such additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interestsissuances.

Units; Admission of Members. (a) Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5. Units shall be issued in non-certificated form. (b) Effective upon the Reorganization, pursuant to Section 2.1(b)(i)-(iii) of the Reorganization Agreement, (i) Pubco The Company has been admitted to the Company as the Managing Member and (ii) the Company has, pursuant to the Recapitalization Agreement and Contribution and Exchange Agreements, hereby reclassified all of its the Original Units outstanding equity interests into as of immediately prior to the Reorganization and issued, respectively, LLC Units. After after giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each such LLC Units are issued and outstanding as of the Pre-IPO Holders owns Effective Time and the holders of such LLC Units hereby continue as Members. The Members agree that immediately following the Effective Time, no fractional LLC Unit will remain outstanding and any fractional LLC Unit held by a Member shall be redeemed by the Company, immediately following the Effective Time, for cash consideration equal to the product of (x) the fractional LLC Unit held by such Member and (y) the price at which the Class A Common Stock is sold in the IPO, which cash consideration shall be paid, at the option of the Company by way of check, cash or wire transfer of funds, to such Member within sixty (60) Business Days of the date hereof. The whole number of LLC Units calculated as held by the Members is set forth in opposite the Recapitalization Agreement and name of the Contribution and Exchange Agreements. Such information shall be recorded by the Company in a schedule setting forth the names and the number of LLC Units owned by each respective Member on Schedule A (the “Member Schedule”), which ) in the column titled “LLC Units.” (c) The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. Notwithstanding anything to the contrary contained herein or in the Delaware Act, neither the Managing Member nor the Company shall be required to disclose an unredacted Member Schedule to any Non-Pubco Member, or any other information showing the identity of the other Non-Pubco Members or the number of LLC Units or shares of Class B Common Stock owned by another Non-Pubco Member. For each Non-Pubco Member, the Company shall provide such Member, upon request, a redacted copy of the Member Schedule revealing only such Member’s LLC Units, the total issued and outstanding LLC Units, and such Member’s Percentage Interest. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (cd) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve, including with respect to Persons employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne by all Members in proportion to their respective Percentage Interests. (e) In addition to amendments permitted by Section 3.01(d), the Managing Member, in its sole discretion and without the approval at the time of any other Member or other Person bound by this Agreement and notwithstanding Section 13.10, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, as the Managing Member determines in its sole discretion to be necessary, desirable or advisable to effect the combination, subdivision and/or reclassification of outstanding Units as may be necessary or appropriate to give, economic effect to equity investments in the Company by the Managing Member that are not accompanied by the issuance by the Company to the Managing Member of additional Units and to update the books and records of the Company accordingly.