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:
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”).
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.
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.
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.”
