Exhibit
10.12


 


EXECUTION
VERSION


 


AMENDMENT
NO. 1 TO CREDIT AGREEMENT


 


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.


 


R
E C I T A L S:


 


WHEREAS,
the Borrower, the Loan Parties party thereto, the Administrative Agent and the Lenders have entered into that certain Credit Agreement,
dated as of March 31, 2020 (as amended or modified from time to time, the “Credit Agreement”);


 


WHEREAS,
the Borrower has requested to increase the Commitments under the Credit Agreement in the amount(s) set forth under the heading
 “Commitment Increase” on Schedule 1 hereto (the “Commitment Increase”) and each Lender
providing a Commitment Increase identified on Schedule 1 hereto (each, an “Increase Loan Lender”
and, collectively, the “Increase Loan Lenders”) has agreed (on a several and not joint basis), subject
to the terms and conditions set forth herein and in the Credit Agreement, to provide the Commitment Increase in the amount set
forth opposite such Increase Loan Lender’s name on Schedule 1 hereto (and the total amount of the Commitment Increase
made pursuant to this Amendment shall be $50,000,000);


 


WHEREAS,
the Borrower has requested that the Administrative Agent and the Required Lenders amend certain terms under the Credit Agreement
in certain respects; and


 


WHEREAS,
the Administrative Agent and the Required Lenders are willing to amend the Credit Agreement on the terms and conditions set forth
herein.


 


NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and subject to the
terms and conditions hereof, the parties hereto agree as follows:


 


SECTION
1. Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit
Agreement is hereby amended as follows:


 


1.1       
Amendments to Section 1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement (Defined Terms) shall be
amended as follows:


 


		i.	The
                                         definition of “Change in Control” shall be amended to add the following at
                                         the end thereof:



 


In
addition, notwithstanding the foregoing, (1) a transaction in which the Borrower becomes a subsidiary of another person (such
person, the “New Parent”) in connection with any reorganization in preparation of an Initial Public
Offering, shall not constitute a Change in Control under clause (a) above to the extent any combination of Permitted Holders shall
own beneficially (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the Effective Date), directly
or indirectly, in the aggregate, Equity Interests representing at least a majority of the aggregate ordinary voting power represented
by the issued and outstanding Equity Interests of the Borrower and (2) a person or group shall not be deemed to have beneficial
ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option
agreement related thereto) prior to the consummation of the transactions contemplated by such agreement.




     


     


    


		ii.	The
                                         definition of “Change in Law” shall be amended to add the following at the
                                         end thereof:



 


Notwithstanding
anything in the foregoing to the contrary, none of the Administrative Agent nor any Lender shall be required to disclose any information
related to similarly situated customers, comparable provisions of similar agreements or otherwise that the Administrative Agent
or such Lender (as applicable), in its sole discretion, deems proprietary, privileged or confidential, and the Administrative
Agent’s or applicable Lender’s failure to provide such information shall not preclude it from asserting that such other
customer is similarly situated under a similar agreement to the Borrower.


 


		iii.	The
                                         definition of “Commitment” shall be amended to replace the reference to “$50,000,000”
                                         at the end thereof with “$100,000,000”.



 


		iv.	The
                                         definition of “Consolidated Total Net Leverage Ratio” shall be amended to
                                         replace the reference to “$25,000,000” in clause (a) thereof with “$50,000,000”.



 


		v.	The
                                         definition of “Excluded Subsidiary” shall be amended by amending and restating
                                         clause (i) thereof in its entirety as follows:



 


		(i)	any
                                         joint venture that is not solely owned between or among the Borrower and its Subsidiaries
                                         (and was not a Guarantor prior to the creation of such joint venture) and



 


		vi.	The
                                         definition of “Required Lenders” shall be amended to add the following at
                                         the end thereof:



 


Notwithstanding
the foregoing, Required Lenders shall comprise of no less than two Lenders that are not Affiliates of one another, unless (a)
all Lenders that are not Defaulting Lenders are Affiliates of one another or (b) there is only one Lender that is not a Defaulting
Lender, in each case at such time.


 


		vii.	The
                                         following new defined terms shall be added in the appropriate alphabetical order:



 


“Ancillary
Document” has the meaning assigned to it in Section 9.06(b).


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any
tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or
may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for
the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period”
pursuant to clause (g) of Section 2.14.


 


“Benchmark”
means, initially, LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in
Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBO Rate or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement
has replaced such prior benchmark rate pursuant to clause (c) or clause (d) of Section 2.14.




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“Covered
Entity” means any of the following:


 


		(i)	a
                                         “covered entity” as that term is defined in, and interpreted in accordance
                                         with, 12 C.F.R. § 252.82(b);



 


		(ii)	a
                                         “covered bank” as that term is defined in, and interpreted in accordance
                                         with, 12 C.F.R.§ 47.3(b); or



 


		(iii)	a
                                         “covered FSI” as that term is defined in, and interpreted in accordance with,
                                         12 C.F.R.§ 382.2(b).



 


“Covered
Party” has the meaning assigned to it in Section 9.21(b).


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being
established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant
Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative
Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative
Agent may establish another convention in its reasonable discretion.


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 


“First
Amendment” means that certain Amendment No. 1 to Credit Agreement, dated as of the First Amendment Effective Date,
by and among the Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.


 


“First
Amendment Effective Date” means April 29, 2021.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate.


 


“Highest
Owner Tax Amount” means, with respect to all direct or indirect owners of the Borrower, the direct or indirect owner
receiving the greatest proportionate allocation of taxable income attributable to its direct or indirect ownership of the Borrower
and/or any of its Subsidiaries in the applicable tax period (or portion thereof) to which such payment relates (as a result of
the application of Section 704(c) of the Code or otherwise), and calculated by multiplying (x) the aggregate taxable income allocated
to such owner (excluding the tax consequences resulting from any adjustment under Sections 743(b) and 734(b) of the Code) in such
applicable taxable period (or portion thereof) by (y) the Hypothetical Tax Rate.


 


“Hypothetical
Tax Rate” means the greater of (a) the combined marginal U.S. federal, state and local tax rate for an individual
resident in New York, New York and (b) the highest combined marginal U.S. federal, state and local tax rate for a corporation
that conducts no activities other than the activities of Holdings, the Borrower and their Subsidiaries, in each case applicable
to income and gain attributable to the Borrower and any entity in which Borrower directly or indirectly owns an interest, taking
into account (where relevant) the holding period of assets held by the Borrower and any entity in which Borrower directly or indirectly
owns an interest, the taxable year in which such income or gain is recognized, and the character of such income or gain, at the
time, for U.S. federal income tax purposes.




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“Liquidity”
means, as of any date of determination, the sum of (a) unrestricted cash or Cash Equivalents of the Borrowers and the Guarantors,
(b) the aggregate principal amount committed and available to be drawn by the Borrowers and the Guarantors under all credit facilities
(other than the Commitments) of the Borrowers and the Guarantors and (c) the difference of the Commitments minus the Aggregate
Credit Exposure.


 


“Market
Capitalization” means, as of any date of determination, an amount equal to (i) the total number of issued and outstanding
shares of common (or common equivalent) Equity Interests of the Relevant Public Company on the date of the declaration of a Restricted
Payment permitted pursuant to Section 6.08(a)(x)  multiplied by (ii) the arithmetic mean of the closing prices per share
of such common (or common equivalent) Equity Interests on the principal securities exchange on which such Equity Interests are
traded for the 30 consecutive trading days immediately preceding such date of determination.


 


“NYFRB’s
Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


“Payment”
has the meaning assigned to it in Section 8.06(c).


 


“Payment
Notice” has the meaning assigned to it in Section 8.06(c).


 


“Payment
Recipient” has the meaning assigned to it in Section 8.06(c).


 


“Parent
Entity” means the Relevant Public Company and any intermediate holding company between the Relevant Public Company
and the Borrower.


 


“Percentage
Interest” means, with respect to any direct or indirect holder of Equity Interests in the Borrower, a fractional
amount, expressed as a percentage: (i) the numerator of which is the aggregate number of Equity Interests in the Borrower held
by such direct or indirect holder and (ii) the denominator of which is the aggregate number of Equity Interests in Borrower issued
and outstanding. The sum of the outstanding Percentage Interests of all direct or indirect holders shall at all times equal 100%.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


“QFC
Credit Support” has the meaning assigned to it in Section 9.21(a).


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00
a.m. (London time) on the day that is two (2) London banking days preceding the date of such setting, and (2) if such Benchmark
is not LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.




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“SOFR
Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR
Administrator’s Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Supported
QFC” has the meaning assigned to it in Section 9.21(a).


 


“Tax
Amount” means the Highest Owner Tax Amount divided by the Percentage Interest in the Borrower held by the direct
or indirect owner described in the definition of “Highest Owner Tax Amount”.


 


“Term
SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence
of a Term SOFR Transition Event.


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been
recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively
feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election as applicable, has
previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR to
deliver a Term SOFR Notice.


 


“U.S.
Special Resolution Regime” has the meaning assigned to it in Section 9.21(a).


 


		viii.	The
                                         following defined terms shall be amended and restated in their respective entireties
                                         as follows:



 


“Applicable
Rate” means, for any day, with respect to any Loan, (a) 1.50% per annum in the case of ABR Loans and (b)
2.50% in the case of Eurodollar Loans.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined
by the Administrative Agent for the applicable Benchmark Replacement Date:


 


		(1)	the
                                         sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(2)	the
                                         sum of (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(3)	the
                                         sum of: (a) the alternate benchmark rate that has been selected by the Administrative
                                         Agent and the Borrower as the replacement for the then-current Benchmark for the applicable
                                         Corresponding Tenor giving due consideration to (i) any selection or recommendation of
                                         a replacement benchmark rate or the mechanism for determining such a rate by the Relevant
                                         Governmental Body or (ii) any evolving or then-prevailing market convention for determining
                                         a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated
                                         syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;





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provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service
that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further
that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term
SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark
Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement
Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).


 


If
the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted
Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


		(1)	for
                                         purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,”
                                         the first alternative set forth in the order below that can be determined by the Administrative
                                         Agent:



 


		(a)	the
                                         spread adjustment, or method for calculating or determining such spread adjustment, (which
                                         may be a positive or negative value or zero) as of the Reference Time such Benchmark
                                         Replacement is first set for such Interest Period that has been selected or recommended
                                         by the Relevant Governmental Body for the replacement of such Benchmark with the applicable
                                         Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;



 


		(b)	the
                                         spread adjustment (which may be a positive or negative value or zero) as of the Reference
                                         Time such Benchmark Replacement is first set for such Interest Period that would apply
                                         to the fallback rate for a derivative transaction referencing the ISDA Definitions to
                                         be effective upon an index cessation event with respect to such Benchmark for the applicable
                                         Corresponding Tenor; and



 


		(2)	for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement
for dollar-denominated syndicated credit facilities; 





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provided
                                         that, in the case of clause (1) above, such adjustment is displayed on a screen or
                                         other information service that publishes such Benchmark Replacement Adjustment from time
                                         to time as selected by the Administrative Agent in its reasonable discretion.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business
Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of
interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability
of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its
reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit
the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative
Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent
determines (in consultation with the Borrower) that no market practice for the administration of such Benchmark Replacement exists,
in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration
of this Agreement and the other Loan Documents).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(1)	in
                                         the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”
                                         the later of (a) the date of the public statement or publication of information referenced
                                         therein and (b) the date on which the administrator of such Benchmark (or the published
                                         component used in the calculation thereof) permanently or indefinitely ceases to provide
                                         all Available Tenors of such Benchmark (or such component thereof);



 


		(2)	in
                                         the case of clause (3) of the definition of “Benchmark Transition Event,”
                                         the date of the public statement or publication of information referenced therein;



 


		(3)	in
                                         the case of a Term SOFR Transition Event, the date that is thirty (30) days after the
                                         date of a Term SOFR Notice is provided to the Lenders and the Borrower pursuant to Section
                                         2.14(d); or



 


		(4)	in
                                         the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice
                                         of such Early Opt-in Election is provided to the Lenders, so long as the Administrative
                                         Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business
                                         Day after the date notice of such Early Opt-in Election is provided to the Lenders, written
                                         notice of objection to such Early Opt-in Election from Lenders comprising the Required
                                         Lenders.



 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier
than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior
to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred
in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth
therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation
thereof).




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“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(1)	a
                                         public statement or publication of information by or on behalf of the administrator of
                                         such Benchmark (or the published component used in the calculation thereof) announcing
                                         that such administrator has ceased or will cease to provide all Available Tenors of such
                                         Benchmark (or such component thereof), permanently or indefinitely, provided that,
                                         at the time of such statement or publication, there is no successor administrator that
                                         will continue to provide any Available Tenor of such Benchmark (or such component thereof);



 


		(2)	a
                                         public statement or publication of information by the regulatory supervisor for the administrator
                                         of such Benchmark (or the published component used in the calculation thereof), the Federal
                                         Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator
                                         for such Benchmark (or such component), a resolution authority with jurisdiction over
                                         the administrator for such Benchmark (or such component) or a court or an entity with
                                         similar insolvency or resolution authority over the administrator for such Benchmark
                                         (or such component), which states that the administrator of such Benchmark (or such component)
                                         has ceased or will cease to provide all Available Tenors of such Benchmark (or such component
                                         thereof) permanently or indefinitely, provided that, at the time of such statement
                                         or publication, there is no successor administrator that will continue to provide any
                                         Available Tenor of such Benchmark (or such component thereof); or



 


		(3)	a
                                         public statement or publication of information by the regulatory supervisor for the administrator
                                         of such Benchmark (or the published component used in the calculation thereof) announcing
                                         that all Available Tenors of such Benchmark (or such component thereof) are no longer
                                         representative.



 


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark
if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor
of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the
time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document
in accordance with Section 2.14.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest
payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.




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“Early
Opt-in Election” means, if the then-current Benchmark is LIBO Rate, the occurrence of:


 


		(1)	a
                                         notification by the Administrative Agent to (or the request by the Borrower to the Administrative
                                         Agent to notify) each of the other parties hereto that at least five currently outstanding
                                         dollar-denominated syndicated credit facilities at such time contain (as a result of
                                         amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or
                                         any other rate based upon SOFR) as a bench-mark rate (and such syndicated credit facilities
                                         are identified in such notice and are publicly available for review), and



 


		(2)	the
                                         joint election by the Administrative Agent and the Borrower to trigger a fallback from
                                         LIBO Rate and the provision by the Administrative Agent of written notice of such election
                                         to the Lenders. “Overnight Bank Funding Rate” means, for any
                                         day, the rate comprised of both over-night federal funds and overnight Eurodollar borrowings
                                         by U.S.-managed banking offices of depository institutions (as
such composite rate shall be determined by the NYFRB’s website from time to time) and published on the next succeeding Business
Day by the NYFRB as an overnight bank funding rate.



 


“Guarantors”
means the Loan Parties other than the Borrower (and solely in the context of Swap Agreement Obligations, the Borrower); the term
 “Guarantor” means each or any one of them individually.


 


“Initial
Public Offering” shall mean the issuance by the Borrower or any direct or indirect equity holder of the Borrower
of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration
statement on Form S-8 or S-4) pursuant to an effective registration statement filed with the SEC in accordance with the Securities
Act, as amended.


 


“Maturity
Date” means March 31, 2024.


 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar
borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB’s
website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.


 


“Relevant
Public Company” shall mean the Person that is the registrant with respect to an Initial Public Offering.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day
published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time)
on the immediately succeeding Business Day.


 


“Swap
Agreement Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute
or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor), under (a) any Swap Agreement permitted hereunder with a counterparty that, at the time of
execution of any such Swap Agreement, was a Lender or an Affiliate of a Lender (regardless of whether such counterparty subsequently
ceases to be a Lender or Affiliate of a Lender), and (b) any cancellations, buy backs, reversals, terminations or assignments
of any Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a Lender.




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“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term
rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


		ix.	The
                                         definitions of “Benchmark Transition Start Date”, “Compounded SOFR”
                                         and “SOFR-Based Rate” shall be deleted in their respective entireties.






 


1.2
          Amendment to Section 2.12(a) of the Credit Agreement. Section
2.12(a) of the Credit Agreement (Fees) shall be amended to replace the reference to “0.50%” therein with “0.35%”.


 


1.3
          Amendment to Section 2.14(a) of the Credit Agreement. Section
2.14(a) of the Credit Agreement (Alternate Rate of Interest; Illegality) shall be amended by amended and restating the
first sentence thereof in its entirety as follows:


 


Subject
to clauses (c), (d), (e), (f), (g) and (h) of this Section 2.14, if prior to the commencement of any Interest Period for
a Eurodollar Borrowing:


 


1.4         
Amendment to Section 2.14 of the Credit Agreement. Section 2.14 of the Credit Agreement (Alternate Rate of Interest;
Illegality) shall be amended by (a) amending and restating clauses (b) through (f)   thereof in their respective
entireties as follows and (b) adding the following new clauses (g) and (h) immediately following clause (f) thereof:


 






(b)           If
any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it
is unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing, or
any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits
of dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent,
any obligations of such Lender to make, maintain, fund or continue Eurodollar Loans or to convert ABR Borrowings to Eurodollar
Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the Borrower will upon demand from such Lender (with
a copy to the Administrative Agent), either prepay or convert all Eurodollar Borrowings of such Lender to ABR Borrowings, either
on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings to
such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion,
the Borrower will also pay accrued interest on the amount so prepaid or converted.


 


(c)           Notwithstanding
anything to the contrary herein or in any other Loan Document, (and any Swap Agreement shall be deemed not to be a “Loan
Document” for purposes of this Section 2.14), if a Benchmark Transition Event or an Early Opt-in Election, as applicable,
and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes
hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement
is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect
of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such
Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to,
this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of
objection to such Benchmark Replacement from Lenders comprising the Required Lenders.




    - 10 - 


     


    


(d)           Notwithstanding
                                         anything to the contrary herein or in any other Loan Document and subject to the proviso
                                         below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement
                                         Date have occurred prior to the Reference Time in respect of any setting of the then-current
                                         Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark
                                         for all purposes hereunder or under any Loan Document in respect of such Benchmark setting
                                         and subsequent Benchmark settings, without any amendment to, or further action or consent
                                         of any other party to, this Agreement or any other Loan Document; provided that,
                                         this clause (d) shall not be effective unless the Administrative Agent has delivered
                                         to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative
                                         Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition
                                         Event and may do so in its sole discretion.


 


(e)           In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with
the Borrower, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Loan Document.


 


(f)            The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event,
a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any
Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate
or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole
discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly
required pursuant to this Section 2.14.




    - 11 - 


     


    



(g)           Notwithstanding
                                         anything to the contrary herein or in any other Loan Document, at any time (including
                                         in connection with the implementation of a Benchmark Replacement), (i) if the then-current
                                         Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor
                                         for such Benchmark is not displayed on a screen or other information service that publishes
                                         such rate from time to time as selected by the Administrative Agent in its reasonable
                                         discretion or (B) the regulatory supervisor for the administrator of such Benchmark has
                                         provided a public statement or publication of information announcing that any tenor for
                                         such Benchmark is or will be no longer representative, then the Administrative Agent
                                         may modify the definition of “Interest Period” for any Benchmark settings
                                         at or after such time to remove such unavailable or non-representative tenor and (ii)
                                         if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed
                                         on a screen or information service for a Benchmark (including a Benchmark Replacement)
                                         or (B) is not, or is no longer, subject to an announcement that it is or will no longer
                                         be representative for a Benchmark (including a Benchmark Replacement), then the Administrative
                                         Agent may modify the definition of “Interest Period” for all Benchmark settings
                                         at or after such time to reinstate such previously removed tenor.


 


(h)           Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any
Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request
for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the
then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for
such Benchmark, as applicable, will not be used in any determination of ABR.


 


1.5         
Amendment to Section 2.18(b) of the Credit Agreement. Section 2.18(b) of the Credit Agreement (Payments Generally; Allocation
of Proceeds; Pro Rata Treatment; Sharing of Set-offs) shall be amended by amending and restating clause (ii) thereof in its
entirety as follows:


 





(ii)
after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall
be applied ratably first, to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent and the
Issuing Bank from the Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second,
to pay any fees, indemnities, or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Banking
Services Obligations or Swap Agreement Obligations), ratably, third, to pay interest then due and payable on the Loans ratably,
fourth, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing in respect of Swap Agreement
Obligations and Banking Services Obligations up to and including the amount most recently provided to the Administrative Agent pursuant
to Section 2.23, ratably, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%)
of the aggregate LC Exposure, to be held as cash collateral for such Obligations, and sixth, to the payment of any other Secured
Obligation due to the Administrative Agent or any Lender from the Borrower or any other Loan Party, ratably.







    - 12 - 


     


    


1.6
          Amendment to Section 2.23 of the Credit Agreement. Section
2.23 of the Credit Agreement (Bank Services and Swap Agreements) shall be amended and restated in its entirety as follows:


 


Each
Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary shall
deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting
forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary
thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent); it being understood that one such
notice with respect to a specified ISDA Master Agreement shall be sufficient to give notice of all transactions thereunder, without
the need for separate notices for each individual transaction thereunder. In furtherance of that requirement, each such Lender
or Affiliate thereof shall furnish the Administrative Agent, from time to time after a significant change therein or upon a request
therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations.
The most recent information provided to the Administrative Agent shall be used in determining which tier of the waterfall, contained
in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed.


 


1.7
          Amendment to Section 3.11 of the Credit Agreement. Section
3.11 of the Credit Agreement (Disclosure) shall be amended by replacing references to “Effective Date” therein
with “First Amendment Effective Date”.


 


1.8          Amendment
to Section 5.01(a) of the Credit Agreement. Section 5.01(a) of the Credit Agreement (Financial Statements; and Other Information)
shall be amended and restated in its entirety as follows:


 


(a)
within 120 days after the end of each fiscal year of the Borrower (beginning with the fiscal year ended December 31, 2019)
and, solely in the case of the fiscal year ended December 31, 2020, within 180 days after such fiscal year, its audited consolidated
balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year,
setting forth in each case in comparative form the figures for the previous fiscal year (beginning with such reports delivered
with respect to the fiscal year ending December 31, 2020), all reported on by independent public accountants of recognized national
standing (without qualification, commentary or exception, and without any qualification or exception as to the scope of such audit
other than a qualification resulting solely from an upcoming maturity date for the Loans occurring within one year from the time
such opinion is delivered) to the effect that such consolidated financial statements present fairly in all material respects the
financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied.


 


1.9
          Amendment to Section 5.01 of the Credit Agreement. Section
5.01 of the Credit Agreement (Financial Statements; and Other Information) shall be amended to add the following new paragraph
immediately following paragraph (h) thereof:


 

Notwithstanding
the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect
to financial information of the Borrower and its Subsidiaries by furnishing (A) the applicable consolidated financial statements
of any direct or indirect Parent Entity of the Borrower that, directly or indirectly, holds all of the Equity Interests of the
Borrower or (B) the Borrower’s (or any direct or indirect Parent Entity thereof, as applicable) Form 10-K or 10-Q, as applicable,
filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates
to a Parent Entity of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail
the differences between the information relating to the Borrower (or such parent), on the one hand, and the information relating
to the Borrower and its Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu
of information required to be provided under Section 5.01(a), such materials are accompanied by a report and opinion by
independent public accountants of recognized national standing, which report and opinion, subject to the same requirements and
exceptions set forth under Section 5.01(a) above, shall be prepared in accordance with GAAP consistently applied.




    - 13 - 


     


    


1.10       
Amendment to Section 5.14 of the Credit Agreement. Section 5.14 of the Credit Agreement (Depositary Banks) shall
be deleted in its entirety.


 


1.11       
Amendment to Section 6.05 of the Credit Agreement. Section 6.05 of the Credit Agreement (Swap Agreements) shall be amended
and restated in its entirety as follows:


 


The
Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except for non-speculative purposes.


 


1.12       
Amendment to Section 6.06(a) of the Credit Agreement. Section 6.06(a) of the Credit Agreement (Restricted Payments)
shall be amended:


 


		i.	to
                                         amend and restate clause (vi) thereof in its entirety as follows:



 


(vi)
the Borrower may make Restricted Payments to purchase the Borrower’s or any Parent Entity’s preferred stock, common
stock, restricted stock or common stock options from present or former consultants, directors, managers, officers or employees
of the Borrower or any Parent Entity, or their estates, descendants, family, spouses or former spouses, upon the death, disability
or termination of employment of such consultant, director, manager, officer or employee or pursuant to any employee, management,
director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management,
director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee,
director, manager, officer or consultant of the Borrower or any Parent Entity (including, for the avoidance of doubt, Restricted
Payments to pay principal or interest on promissory notes that were issued to any future, present or former employee, officer,
director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes
of any of the foregoing) of the Borrower or any Parent Entity in lieu of cash payments for the repurchase, retirement or other
acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons); provided that
the aggregate amount of cash payments under this clause (vi) subsequent to the Effective Date (net of proceeds received by the
Borrower subsequent to the Effective Date in connection with resales of any stock or common stock options so purchased) shall
not exceed $2,000,000 per fiscal year, less the amount of Indebtedness permitted under Section 6.01(p) (with unused amounts
in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $3,000,000 in any fiscal year);




    - 14 - 


     


    




		ii.	to
                                         amend and restate clause (viii) thereof in its entirety as follows:


 


(viii)
                                         the Borrower may make repurchases of Equity Interests of the Borrower or any Parent Entity
                                         to the extent financed with the aggregate amount of Net Proceeds received by the Borrower
                                         from cash contributions made to the Borrower in exchange for (or for the issuance of)
                                         Qualified Equity Interests in the Borrower or any Parent Entity; provided that
                                         such Net Proceeds are not otherwise utilized to increase any basket or used for any other
                                         purposes hereunder and used to make such Restricted Payment within 120 days after the
                                         date of receipt;


 


		iii.	to
                                         amend and restate clause (ix) thereof in its entirety as follows:



 


(ix)
the Borrower may make Tax Distributions (A) in accordance with Section 7.1(b) of the Amended and Restated Operating Agreement
of the Borrower (as amended as of the Effective Date) and (B) following an Initial Public Offering, in an amount not to exceed,
in the aggregate, the Tax Amount;


 


		iv.	to
                                         add the following new clauses (x), (xi) and (xii) immediately after clause (ix) thereof:



 


(x)
Restricted Payments may be made to pay, or to allow any parent company or Relevant Public Company to pay, dividends and make distributions
to, or repurchase or redeem shares from, its equity holders in an amount per annum no greater than 6.0% of the Market Capitalization
of the Relevant Public Company;


 


(xi)
Restricted Payments may be made in respect of (i) general corporate operating and overhead, legal, accounting and other reasonable
professional fees and expenses of any Parent Entity, (ii) reasonable fees and expenses related to any public offering or
private placement of Equity Interests or Indebtedness of any Parent Entity whether or not consummated, and (iii) customary salary,
bonus, severance and other benefits payable to, and indemnities provided on behalf of, officers, directors, employees and consultants
of any Parent Entity, in each case in order to permit any Parent Entity to make such payments; and


 


(xii)         following
an Initial Public Offering, the Borrower may make Restricted Payments of amounts needed to make early termination payments (or
similar payments) as provided for in any tax receivable agreements to which Borrower or an Affiliate is a party only to the extent
that after giving pro forma effect to such Restricted Payment, or portion thereof, Liquidity (after giving effect to such Restricted
Payments) shall be no less than $50,000,000.



 


1.13       
Amendment to Section 6.09 of the Credit Agreement. Section 6.09 of the Credit Agreement (Amendment to Subordinated Indebtedness;
Material Documents; Fiscal Year) shall be amended by amending and restating the second sentence therein in its entirety as
follows:


 


The
Borrower will not, nor will it permit any Subsidiary to, amend or modify its certificate or articles of incorporation or organization
and bylaws or other organizational or governing documents to the extent such amendment or modification would reasonably be expected
to have a Material Adverse Effect.




    - 15 - 


     


    

1.14       
Amendment to Section 8.06 of the Credit Agreement. Section 8.06 of the Credit Agreement (Acknowledgment of Lenders and
Issuing Banks) shall be amended by adding the following new clause (c) immediately after clause (b) thereof:


 

(c)
(i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender, or any Person who has received funds
on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative
Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (ii))
that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”)
were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known
to such Lender or other Payment Recipient on its behalf), and demands the return of such Payment (or a portion thereof), such
Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of
any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in
respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such
amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted
by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense
or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return
of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine.
A notice of the Administrative Agent to any Lender under this Section 8.06(c) shall be conclusive, absent manifest error.


 


(ii)
Each Payment Recipient hereby further agrees that if it receives a Payment (whether received as a payment, prepayment or repayment
of principal, interest, fees, distribution or otherwise) from the Administrative Agent or any of its Affiliates (x) that is in
a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the
Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”), (y)
that was not preceded or accompanied by a Payment Notice, or (z) that such Payment Recipient otherwise becomes aware was transmitted,
or received, in error or by mistake (in whole or in part), in each such case: it shall be on notice that an error has been made
with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion
thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon
demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the
Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds,
together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received
by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.


 


(iii)
The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated
to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge
or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party, except in each case, to the extent such Payment
is, and solely with respect to the amount of such Payment that is, comprised of funds received by the Administrative Agent from
the Borrower or any other Loan Party for the purpose of making such Payment.





    - 16 - 


     


    


(iv)
Each party’s obligations under this Section 8.06(c) shall survive the resignation or replacement of the Administrative
Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the
repayment, satisfaction or discharge of all Obligations under any Loan Document.



1.15
        Amendment to Section 9.01(a) of the Credit Agreement. Section 9.01(a) of
the Credit Agreement (Notices) shall be amended by amending and restating clause (ii) thereof in its entirety as follows:


 


		(ii)	with
                                         a copy to:



 


Paul,
Weiss, Rifkind, Wharton & Garrison LLP





1285
Avenue of the Americas





New
York, NY 10019





Attention:
Brad J. Finkelstein





Telephone
No.: (212) 373-3074





E-mail:
bfinkelstein@paulweiss.com


 


1.16       
Amendment to Section 9.02(b) of the Credit Agreement. Section 9.02(b) of the Credit Agreement (Waivers; Amendments) shall
be amended by amending and restating clause (viii) thereof in its entirely as follows:


 


(viii)
amend, modify or waive a provision under this Agreement (including, without limitation, Section 2.18(b)) or any other Loan
Document so as to directly alter the ratable treatment of Obligations arising under the Loan Documents in connection with Obligations
arising under Swap Agreements or the definition of “Secured Obligations”, “Secured Parties”, “Swap
Agreement” or “Swap Agreement Obligations” (as defined in this Agreement or any applicable Credit Document),
in each case in a manner adverse to any party to whom Swap Agreement Obligations are owed without the written consent thereof;


 


1.17        
Amendment to Section 9.03(b) of the Credit Agreement. Section 9.03(b) of the Credit Agreement (Expenses; Indemnity;
Damage Waiver) shall be amended by amending and restating the proviso thereof in its entirety as follows:


 


provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties,
liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence, or willful misconduct of such Indemnitee or material breach of such Indemnitee’s obligations
hereunder or under any other Loan Document




    - 17 - 


     


    

1.18       
Amendment to Section 9.06 of the Credit Agreement. Section 9.06 of the Credit Agreement (Counterparts; Integration;
Effectiveness; Electronic Execution) shall be amended by amending and restating clause (b) thereof in its entirety as follows:


 

(b)           Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment,
approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted
by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be
effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document,
as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words
of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include
Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed
pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept
Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided,
further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic
Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly
given by or on behalf of any Borrower or any other Loan Party without further verification thereof and without any obligation
to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any
Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality
of the foregoing, each Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in
connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative
Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other
electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement,
any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper
original, (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement,
any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be
deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic
records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as
a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement,
any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such
other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D)
waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or
any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure
of any Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission
of any Electronic Signature.


 


1.19       
Amendment
to Article IX of the Credit Agreement. Article IX of the Credit Agreement (Miscellaneous) shall be amended by adding
the following new Section 9.21 (Acknowledgement Regarding Any Supported QFCs) immediately following Section 9.20 thereof:




    - 18 - 


     


    


SECTION
9.21       
     Acknowledgement
Regarding Any Supported QFCs.


 


(a)           To
                                         the extent that the Loan Documents provide support, through a guarantee or otherwise,
                                         for Swap Agreements or any other agreement or instrument that is a QFC (such support
                                         “QFC Credit Support” and each such QFC a “Supported
                                         QFC”), the parties acknowledge and agree as follows with respect to the
                                         resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit
                                         Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection
                                         Act (together with the regulations promulgated thereunder, the “U.S. Special
                                         Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support
                                         (with the provisions below applicable notwithstanding that the Loan Documents and any
                                         Supported QFC may in fact be stated to be governed by the laws of the State of New York
                                         and/or of the United States or any other state of the United States).


 


(b)           In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit
Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States
or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of
the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported
QFC or any QFC Credit Support.



 


1.20       
Amendment to Schedule 2.01. After giving effect to the increase in Commitments hereunder, the Commitment of each Lender
shall be as set forth on Schedule 2 hereto (and such Schedule 2 shall supersede Schedule 2.01 of the Credit Agreement
that is in effect immediately prior to this Amendment.


 


SECTION
2. Conditions. This Amendment shall become effective as of the date hereof (the “First Amendment Effective
Date”) upon receipt by the Administrative Agent of each of the following, in each case in form and substance satisfactory
to the Administrative Agent:


 


(a)           duly
executed counterparts to this Amendment from the Borrower, each other Loan Party and the Required Lenders;


 


(b)          
a certificate, signed by a Responsible Officer of the Borrower, stating that (i) no Event of Default has occurred and is continuing,
or would result immediately after giving effect to this Amendment, and (ii) the representations and warranties contained in Article
III of the Credit Agreement and Section 4 below are true and correct in all material respects as of the First Amendment
Effective Date (or in all respects as of such date if such representation and warranty is qualified by Material Adverse Effect
or other materiality qualifier) (including with respect to solvency as of the First Amendment Effective Date);




    - 19 - 


     


    


(c)          
a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the First Amendment Effective Date)
of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Loan Parties, and covering such matters relating to the Loan
Parties and this Amendment, as the Administrative Agent shall reasonably request; and


 


(d)          
payment from the Borrower of all fees due and payable as of the First Amendment Effective Date and all expenses required to be
reimbursed by the Borrower for which invoices have been presented to the Borrower (including the reasonable fees and expenses
of legal counsel), each case on or before the First Amendment Effective Date.


 


SECTION
3. Commitment Increase. Effective as of the First Amendment Effective Date:


 


(a)          
                                         The Borrower and each Increase Loan Lender hereby agree that, subject to the satisfaction
                                         (or waiver by the Required Lenders) of the conditions in Section 2 hereof, on
                                         the First Amendment Effective Date, the Commitment Increase of each Increase Loan Lender
                                         shall become effective and the Commitments shall be deemed increased by the amount of
                                         the Commitment Increase of each Increase Loan Lender in the amounts set forth on Schedule
                                         1 hereto. The Commitment Increase shall be Commitments for all purposes under the
                                         Credit Agreement and each of the other Loan Documents and shall have terms identical
                                         to the Commitments outstanding under the Credit Agreement immediately prior to the date
                                         hereof (but giving effect to any amendments hereunder).


 


(b)          
Each Increase Loan Lender acknowledges and agrees that upon the First Amendment Effective Date, such Increase Loan Lender shall
be a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject
to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.






 


SECTION
4. Representations and Warranties. Each of the Borrower and the other Loan Parties hereby represents and warrants as of
the First Amendment Effective Date to the Administrative Agent and the Required Lenders that this Amendment has been duly executed
and delivered by each Loan Party party hereto constitutes a legal, valid and binding obligation of such Loan Party, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding
in equity or at law.


 


SECTION
5. Ratification. Each of the Borrower and the other Loan Parties hereby (a) ratifies and reaffirms all of its payment and
performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative
Agent or the Lenders, as the case may be, under each Loan Document, (b) agrees that such ratification and reaffirmation is not
a condition to the continued effectiveness of the Loan Documents, and (c) agrees that neither such ratification and reaffirmation,
nor the Administrative Agent’s nor any Lender’s solicitation of such ratification and reaffirmation, constitutes a
course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from
each party to the Credit Agreement or other Loan Documents with respect to any subsequent modifications, consent or waiver with
respect to the Credit Agreement or other Loan Documents. Each of the Borrower and the other Loan Parties acknowledges and agrees
that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all
of its obligations thereunder shall be valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law and shall not be impaired or limited by the execution or
effectiveness of this Amendment. The Credit Agreement and each other Loan Document is in all respects hereby ratified and confirmed.
This Amendment shall constitute a “Loan Document” for purposes of the Credit Agreement.




    - 20 - 


     


    


SECTION
6. Miscellaneous.


 


6.1          Effect.


 


(a)          
Upon the effectiveness of this Amendment, each reference in each Loan Document to “this Agreement,” “hereunder,”
 “hereof” or words of like import shall mean and be a reference to such Loan Document as modified hereby and each reference
in the other Loan Documents to the Credit Agreement, “thereunder,” “thereof,” or words of like import
shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment constitutes a Loan Document and any breach
of any representation or warranty made herein or covenant or agreement contained herein will constitute an Event of Default under
the Credit Agreement (subject to any applicable grace periods, materiality qualifications or other qualifications set forth in
the Credit Agreement).


 


(b)          
Except as specifically set forth in this Amendment, the execution, delivery and effectiveness of this Amendment shall not (i)
limit, impair, constitute an amendment, forbearance or waiver by, or otherwise affect any right, power or remedy of, Agent or
any Lender under the Credit Agreement or any other Loan Document or waive, affect or diminish any right of Agent to demand strict
compliance and performance therewith, (ii) constitute a waiver of, or forbearance with respect to, any Default or Event of Default,
whether known or unknown or (iii) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or in any of the other Loan Documents, all of which are ratified and affirmed
in all respects and shall continue in full force and effect.


 


6.2         
Severability. Any provision of this Amendment or any other Loan Document held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


6.3         
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but
all of which taken together shall be one and the same instrument. This Amendment may also be executed by facsimile or electronic
transmission and each facsimile or electronic transmission signature hereto shall be deemed for all purposes to be an original
signatory page.


 


6.4         
Governing Law. This Amendment and the other Loan Parties entered into in connection herewith (other than those containing
a contrary express choice of law provision) shall be governed by and construed in accordance with the internal laws of the State
of New York, but giving effect to federal laws applicable to national banks.


 


6.5
          Headings. Article and Section headings used herein are for
convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration
in interpreting, this Amendment.


 


6.6         
Reimbursement of Agent’s Expenses. Without limiting any of the Administrative Agent’s rights, or any of Borrower’s
or other Loan Party’s obligations, under Section 9.03 of the Credit Agreement, the Loan Parties agrees to reimburse the
Administrative Agent for all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates
in connection with entering into this Amendment and the other Loan Documents entered into in connection herewith.




    - 21 - 


     


    


6.7         
Entire Agreement. This Amendment contains the final and complete integration of all prior expressions by the parties hereto
with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the
subject matter hereof superseding all prior oral or written understandings or agreements.


 


[Signature
Pages Follow]




    - 22 - 


     


    


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized
officers as of the day and year first above written.


 


	 	ALCLEAR
    HOLDINGS, LLC
	 	 	 
	 	By:	/s/
    Kenneth Cornick
	 	Name:	Kenneth
    Cornick
	 	Title:	President



 


	 	ALCLEAR,
    LLC
	 	 	 
	 	By:	/s/
    Kenneth Cornick
	 	Name:	Kenneth
    Cornick
	 	Title:	President



 


	 	SECURE
    IDENTITY, LLC
	 	 	 
	 	By:	/s/
    Kenneth Cornick
	 	Name:	Kenneth
    Cornick
	 	Title:	President



 


	 	NOQUE,
    LLC
	 	 	 
	 	By:	/s/
    Kenneth Cornick
	 	Name:	Kenneth
    Cornick
	 	Title:	President



 


	 	ALCLEAR
    HEALTHCARE, LLC
	 	 	 
	 	By:	/s/
    Kenneth Cornick
	 	Name:	Kenneth
    Cornick
	 	Title:	President



 


	 	ALCLEAR
    PC, LLC
	 	 	 
	 	By:	/s/
    Kenneth Cornick
	 	Name:	Kenneth
    Cornick
	 	Title:	President



 


	 	ALCLARITY,
    LLC
	 	 	 
	 	By:	/s/
    Kenneth Cornick
	 	Name:	Kenneth
    Cornick
	 	Title:	President




 


[Signature
Page to Amendment No. 1 to Credit Agreement]




     


     


    


		JPMORGAN
    CHASE BANK, N.A., individually, and as Administrative Agent, Lead Arranger and a Lender




 


	 	By:	/s/
    Hormuz Kapadia
	 	Name:	Hormuz
    Kapadia
	 	Title:	Authorized
    Signatory




 


[Signature
Page to Amendment No. 1 to Credit Agreement]




     


     


    


		GOLDMAN
    SACHS LENDING PARTNERS LLC, as a Lender




 


	 	By:	/s/
    Kevin Raisch
	 	Name:	Kevin
    Raisch
	 	Title:	Authorized
    Signatory




 


[Signature
Page to Amendment No. 1 to Credit Agreement]




     


     


    


		WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as a Lender




 


	 	By:	/s/
    Paul Ingersoll
	 	Name:	Paul
    Ingersoll
	 	Title:	Director




 


[Signature
Page to Amendment No. 1 to Credit Agreement]