Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 28, 2023 (this “Amendment”), is by and among ALCLEAR HOLDINGS, LLC (the “Borrower”), the other Loan Parties signatory hereto, the Lenders...Credit Agreement • August 2nd, 2023 • Clear Secure, Inc. • Services-prepackaged software • New York
INDEMNIFICATION AGREEMENT by and between CLEAR SECURE, INC. and as IndemniteeIndemnification Agreement • June 7th, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
Indemnification Agreement, dated effective as of [●], 2021 (this “Agreement”), by and between Clear Secure, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
TAX RECEIVABLE AGREEMENT among CLEAR SECURE, INC., and THE PERSONS NAMED HEREIN Dated as of [●], 2021Tax Receivable Agreement • June 23rd, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [●], 2021, is hereby entered into by and among Clear Secure, Inc., a Delaware corporation (the “Corporate Taxpayer”), Alclear Investments, LLC, a Delaware limited liability company, and Alclear Investments II, LLC, a Delaware limited liability company (together with their direct and indirect equity owners, the “Founder Entities”) each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding the Corporate Taxpayer, the “Members”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [___], 2021, is made by and among:
SECOND AMENDED AND RESTATED OPERATING AGREEMENT of ALCLEAR HOLDINGS, LLC Dated as [●], 2021Operating Agreement • June 7th, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) OF ALCLEAR HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of [●], 2021, by and among the Company, Clear Secure, Inc., a Delaware corporation (“Clear Secure”), and the other Persons listed on the signature pages hereto.
EXCHANGE AGREEMENTExchange Agreement • June 23rd, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [____], 2021, by and among Alclear Holdings, LLC, a Delaware limited liability company (the “Company”), Clear Secure, Inc., a Delaware corporation (“Pubco”), and the holders of Common Units (as defined below) and shares of Class C Common Stock (as defined below) or Class D Common Stock (as defined below) from time to time party hereto (each, a “Holder”).
TAX RECEIVABLE AGREEMENT among CLEAR SECURE, INC., and THE PERSONS NAMED HEREIN Dated as of [●], 2021Tax Receivable Agreement • June 7th, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [●], 2021, is hereby entered into by and among Clear Secure, Inc., a Delaware corporation (the “Corporate Taxpayer”), Alclear Investments, LLC, a Delaware limited liability company, and Alclear Investments II, LLC, a Delaware limited liability company (together with their direct and indirect equity owners, the “Founder Entities”) each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding the Corporate Taxpayer, the “Members”).
REORGANIZATION AGREEMENT Dated as of [●], 2021Reorganization Agreement • June 23rd, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
REORGANIZATION AGREEMENT (this “Agreement”), dated as of [●], 2021, by and among Clear Secure, Inc., a Delaware corporation (“Pubco”), Alclear Holdings, LLC, a Delaware limited liability company (the “Company”), Alclear Investments, LLC, a Delaware limited liability company (“Alclear Investments Stockholder”), Alclear Investments II, LLC, a Delaware limited liability company (“Alclear Investments II Stockholder”), Alclear Management Pooling Vehicle, LLC, a Delaware limited liability company (“Pooling LLC”), each Exercising Warrant Holder, each Exchanging Warrant Holder, each Non-Exchanging Warrant Holder, each Blocker Merger Sub, each Blocker Entity and each of the individuals designated as “Blocker Entity Members” on the signature pages hereto.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 7th, 2021 • Clear Secure, Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of April 29, 2021 (this “Amendment”), is by and among ALCLEAR HOLDINGS, LLC (the “Borrower”), the other Loan Parties signatory hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the administrative agent (in such capacity, the “Administrative Agent”) and the sole lead arranger and sole bookrunner (in such capacity, the “Lead Arranger”). Capitalized terms which are used in this Amendment without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.
SECOND AMENDED AND RESTATED OPERATING AGREEMENT of ALCLEAR HOLDINGS, LLC Dated as of June 7, 2023Operating Agreement • June 7th, 2023 • Clear Secure, Inc. • Services-prepackaged software • Delaware
SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) OF ALCLEAR HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of June 7, 2023, by and between the Company and Clear Secure, Inc., a Delaware corporation (“Clear Secure”).
TAX RECEIVABLE AGREEMENT among CLEAR SECURE, INC., and THE PERSONS NAMED HEREIN Dated as of June 29, 2021Tax Receivable Agreement • July 2nd, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of June 29, 2021, is hereby entered into by and among Clear Secure, Inc., a Delaware corporation (the “Corporate Taxpayer”), Alclear Investments, LLC, a Delaware limited liability company, and Alclear Investments II, LLC, a Delaware limited liability company (together with their direct and indirect equity owners, the “Founder Entities”) each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding the Corporate Taxpayer, the “Members”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 29, 2021, is made by and among:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
This Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [___], 2021, is made by and among:
EXCHANGE AGREEMENTExchange Agreement • July 2nd, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of June 29, 2021, by and among Alclear Holdings, LLC, a Delaware limited liability company (the “Company”), Clear Secure, Inc., a Delaware corporation (“Pubco”), and the holders of Common Units (as defined below) and shares of Class C Common Stock (as defined below) or Class D Common Stock (as defined below) from time to time party hereto (each, a “Holder”).
CLASS D COMMON STOCK SUBSCRIPTION AGREEMENTClass D Common Stock Subscription Agreement • June 7th, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
This Class D COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and between Clear Secure, Inc., a Delaware corporation (the “Company”), and the subscribers listed as “Subscribers” on the signature pages hereto, as subscribers (collectively, the “Subscribers” and each, a “Subscriber”).
EXCHANGE AGREEMENTExchange Agreement • June 7th, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [____], 2021, by and among Alclear Holdings, LLC, a Delaware limited liability company (the “Company”), Clear Secure, Inc., a Delaware corporation (“Pubco”), and the holders of Common Units (as defined below) and shares of Class C Common Stock (as defined below) or Class D Common Stock (as defined below) from time to time party hereto (each, a “Holder”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 28th, 2024 • Clear Secure, Inc. • Services-prepackaged software • New York
This Consulting Services Agreement (this “Agreement”), dated as of February 17, 2024 (the “Effective Date”), is between Secure Identity, LLC (“CLEAR”), a Delaware limited liability company, having its offices at 85 Tenth Avenue, 9th Floor, New York, New York 10011, and Matthew Levine (“Consultant”) (each a “Party,” and collectively the “Parties”).
AMENDED AND RESTATED OPERATING AGREEMENT of ALCLEAR HOLDINGS, LLC Dated as [●], 2021Operating Agreement • June 23rd, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) OF ALCLEAR HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of [●], 2021, by and among the Company, Clear Secure, Inc., a Delaware corporation (“Clear Secure”), and the other Persons listed on the signature pages hereto.
CLASS C COMMON STOCK SUBSCRIPTION AGREEMENTClass C Common Stock Subscription Agreement • June 7th, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
This Class C COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and between Clear Secure, Inc., a Delaware corporation (the “Company”), and the subscribers listed as “Subscribers” on the signature pages hereto, as subscribers (collectively, the “Subscribers” and each, a “Subscriber”).
Underwriting AgreementUnderwriting Agreement • June 23rd, 2021 • Clear Secure, Inc. • Services-prepackaged software • New York
Clear Secure, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company (the “Firm Shares”) and, at the election of the Underwriters, to sell to the Underwriters up to [•] additional shares of Class A Common Stock of the Company (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
IN ACCORDANCE WITH ITEM 6.01(b)(10) OF REGULATION S-K, CERTAIN PRIVATE OR CONFIDENTIAL ITEMS HAS BEEN REDACTED FROM THE FILED COPY OF THIS AGREEMENT LEASE betweenLease • November 4th, 2021 • Clear Secure, Inc. • Services-prepackaged software • New York
REORGANIZATION AGREEMENT Dated as of June 29, 2021Reorganization Agreement • July 2nd, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware
REORGANIZATION AGREEMENT (this “Agreement”), dated as of June 29, 2021, by and among Clear Secure, Inc., a Delaware corporation (“Pubco”), Alclear Holdings, LLC, a Delaware limited liability company (the “Company”), Alclear Investments, LLC, a Delaware limited liability company (“Alclear Investments Stockholder”), Alclear Investments II, LLC, a Delaware limited liability company (“Alclear Investments II Stockholder”), Alclear Management Pooling Vehicle, LLC, a Delaware limited liability company (“Pooling LLC”), each Exercising Warrant Holder, each Exchanging Warrant Holder, each Non-Exchanging Warrant Holder, each Blocker Merger Sub, each Blocker Entity and each of the individuals designated as “Blocker Entity Members” on the signature pages hereto.
