CREDIT AGREEMENT dated as of March 31, 2020 among ALCLEAR HOLDINGS, LLC, as Borrower, THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A. as Sole Bookrunner...Credit Agreement • June 7th, 2021 • Clear Secure, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of March 31, 2020 (the “Effective Date”) (as it may be amended, modified, restated, or otherwise supplemented from time to time, this “Agreement”), among ALCLEAR HOLDINGS, LLC, a Delaware limited liability company, as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
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.
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.
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 7th, 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”), Kennith Cornick, an individual (“KC”), Alclear Management Pooling Vehicle, LLC, a Delaware limited liability company (“Pooling LLC”), each Exercising Warrant Holder, each Exchanging Warrant Holder, each Blocker Entity, each Blocker Merger Sub and each of the individuals designated as “Blocker Merger Sub Members” or “Other Class A 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.
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:
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”).
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”).
