Exhibit 10.4


 







 





TAX RECEIVABLE AGREEMENT


 


among


 


CLEAR SECURE, INC.,


 


and


 


THE PERSONS NAMED HEREIN


 


 


 


 


 






Dated as of [●], 2021





 


 






 





 






     


     


    

 


TABLE OF CONTENTS


 


Page


 




	Article I
    DEFINITIONS	2
	Section 1.01   Definitions	2
	Article II
    DETERMINATION OF REALIZED TAX BENEFIT	11
	Section 2.01   Basis Adjustment	11
	Section 2.02   Realized Tax Benefit and Realized Tax Detriment	11
	Section 2.03   Procedures, Amendments	12
	Article III
    TAX BENEFIT PAYMENTS	13
	Section 3.01   Payments	13
	Section 3.02   No Duplicative Payments	13
	Article IV
    TERMINATION	14
	Section 4.01   Termination, Early Termination and Breach of Agreement	14
	Section 4.02   Early Termination Notice	15
	Section 4.03   Payment upon Early Termination	15
	Section 4.04   Change of Control	15
	Article V
    SUBORDINATION AND LATE PAYMENTS	15
	Section 5.01   Subordination	15
	Section 5.02   Late Payments by the Corporate Taxpayer	16
	Article VI
    NO DISPUTES; CONSISTENCY; COOPERATION	16
	Section 6.01   Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters	16
	Section 6.02   Consistency	16
	Section 6.03   Cooperation	16
	Article VII
    MISCELLANEOUS	17
	Section 7.01   Notices	17
	Section 7.02   Binding Effect; Benefit; Assignment	17
	Section 7.03   Resolution of Disputes	18
	Section 7.04   Counterparts	19
	Section 7.05   Entire Agreement	19
	Section 7.06   Severability	19
	Section 7.07   Amendment	20
	Section 7.08   Governing Law	20
	Section 7.09   Reconciliation	20
	Section 7.10   Withholding	20
	Section 7.11   Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets	21
	Section 7.12   Confidentiality	21
	Section 7.13   Change in Law	21
	Section 7.14   Member Representative	22
	Section 7.15   Partnership Agreement	23


 






    i 


     


    

 


TAX RECEIVABLE AGREEMENT


 


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”).


 


WHEREAS, Alclear Holdings, LLC, a Delaware limited
liability company (“OpCo”), is treated as a partnership for U.S. federal income tax purposes;


 


WHEREAS, the Corporate Taxpayer is classified as
an association taxable as a corporation for U.S. federal income tax purposes;


 


WHEREAS, the Members hold common interest units in
OpCo (the “Common Units”), and following certain reorganization transactions, the Corporate Taxpayer will be the managing
member of OpCo and will hold, directly and/or indirectly, Common Units;


 


WHEREAS, each Member may exchange Common Units (when
exchanged along with shares of Class C common stock, $0.00001 par value per share, of the Corporate Taxpayer (“Class C Common
Stock”) or Class D common stock, $0.00001 par value per share, of the Corporate Taxpayer (“Class D Common Stock”))
for cash or shares of Class A common stock, $0.00001 par value per share, of the Corporate Taxpayer (the “Class A Common Stock”)
or Class B common stock, $0.00001 par value per share, of the Corporate Taxpayer (the “Class B Common Stock”) pursuant to
the provisions of the LLC Agreement (as defined below) and the Exchange Agreement (as defined below);


 


WHEREAS, OpCo and each of its direct and indirect
subsidiaries treated as a partnership for U.S. federal income tax purposes will have in effect an election under Section 754 of the Internal
Revenue Code of 1986, as amended (the “Code”), for each Taxable Year (as defined below) in which an Exchange (as defined below)
occurs, which elections are intended generally to result in an adjustment to the tax basis of the assets owned by OpCo (solely with respect
to the Corporate Taxpayer) at the time of an Exchange (such time, the “Exchange Date”) by reason of the Exchange and
the receipt of payments under this Agreement;


 


WHEREAS, the income, gain, loss, expense and other
Tax (as defined below) items of the Corporate Taxpayer may be affected by (i) the Basis Adjustment (as defined below) and (ii) Imputed
Interest (as defined below); and


 


WHEREAS, the parties to this Agreement desire to
make certain arrangements with respect to the effect of the Basis Adjustment and Imputed Interest on the actual liability for Taxes of
the Corporate Taxpayer.


 






     


     


    

 


NOW, THEREFORE, in consideration of the foregoing
and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:


 


Article I


 


DEFINITIONS


 


Section 1.01       
Definitions.


 


(a)              
The following terms shall have the following meanings for the purposes of this Agreement:


 


“Affiliate” shall have the meaning
ascribed to such term in the LLC Agreement.


 


“Agreed Rate” means LIBOR plus
100 basis points.


 


“Applicable Member” means any
Member to whom any portion of a Realized Tax Benefit may be Attributable under this Agreement.


 


“Assumed State and Local Tax Rate”
means the tax rate equal to the sum of the product of (x) the OpCo’s income and franchise Tax apportionment rate(s) for each state
and local jurisdiction in which the OpCo files income or franchise Tax Returns for the relevant Taxable Year and (y) the highest corporate
income and franchise Tax rate(s) for each such state and local jurisdiction in which the OpCo files income or franchise Tax Returns for
each relevant Taxable Year; provided, that the Assumed State and Local Tax Rate calculated pursuant to the foregoing shall be reduced
by the assumed federal income Tax benefit received by the Corporate Taxpayer with respect to state and local jurisdiction income and franchise
Taxes (with such benefit calculated as the product of (a) the Corporate Taxpayer’s marginal U.S. federal income tax rate for the
relevant Taxable Year and (b) the Assumed State and Local Tax Rate (without regard to this proviso)).


 


“Attributable” means, with respect
to any Applicable Member, the portion of any Realized Tax Benefit of the Corporate Taxpayer that is “attributable” to such
Applicable Member, which shall be determined by reference to the assets from which arise the depreciation, amortization or other similar
deductions for recovery of cost or basis (“Depreciation”) and with respect to increased basis upon a disposition of
an asset, the Imputed Interest that produce the Realized Tax Benefit, under the following principles:


 


(i)                 A
portion of any Realized Tax Benefit arising from a deduction to the Corporate Taxpayer with respect to a Taxable Year for
Depreciation arising in respect of a Basis Adjustment to a Reference Asset resulting from an Exchange is Attributable to the
Applicable Member to the extent that the ratio of all Depreciation for the Taxable Year in respect of Basis Adjustments resulting
from all Exchanges by the Applicable Member bears to the aggregate of all Depreciation for the Taxable Year in respect of Basis
Adjustments resulting from all Exchanges by the Applicable Members (in each case, other than with respect to the portion of the
Basis Adjustment described in clause (ii) below).


 






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(ii)             
A portion of any Realized Tax Benefit arising from a deduction to the Corporate Taxpayer with respect to a Taxable Year
for Depreciation arising in respect of a Basis Adjustment to a Reference Asset resulting from a payment hereunder is Attributable to the
Applicable Member that receives such payment.


 


(iii)           
A portion of any Realized Tax Benefit arising from the disposition of a Reference Asset is Attributable to the Applicable
Member to the extent that the ratio of all Basis Adjustments (to the extent not previously taken into account in the calculation of Realized
Tax Benefits) resulting from all Exchanges by the Applicable Member with respect to such Reference Asset bears to the aggregate of all
Basis Adjustments (to the extent not previously taken into account in the calculation of Realized Tax Benefits) with respect to such Reference
Asset.


 


(iv)            
A portion of any Realized Tax Benefit arising from a deduction to the Corporate Taxpayer with respect to a Taxable Year
in respect of Imputed Interest is Attributable to the Applicable Member to the extent corresponding to amounts that such Member is required
to include in income in respect of Imputed Interest (without regard to whether such Member is actually subject to tax thereon).


 


(v)              
For the avoidance of doubt, in the case of a Basis Adjustment arising under Section 734(b) of the Code with respect to an
Exchange, depreciation, amortization or other similar deductions for recovery of cost of basis shall constitute Depreciation only to the
extent that such depreciation, amortization or other similar deductions may produce or increase a Realized Tax Benefit (and not to the
extent that such depreciation, amortization or other similar deductions may be for the benefit of a Person other than the Corporate Taxpayer),
as reasonably determined by the Corporate Taxpayer.


 


(vi)            
A portion of any Realized Tax Benefit arising from a carryover or carryback of any Tax item is Attributable to such Member
to the extent such carryover or carryback is attributable to or available for use because of the prior use of the Basis Adjustments or
Imputed Interest with respect to which a Realized Tax Benefit would be Attributable to such Member pursuant to clauses (i)–(vi)
above.


 


Portions of any Realized Tax Detriment shall be
Attributed to Members under principles similar to those described in clauses (i)–(vii) above.


 


“Basis Adjustment” means the
adjustment to the tax basis of a Reference Asset under Sections 732, 755 and 1012 of the Code and the Treasury Regulations
promulgated thereunder (in situations where, as a result of one or more Exchanges, OpCo becomes an entity that is disregarded as
separate from its owner for U.S. federal income tax purposes) or under Sections 734(b), 743(b) and 755 of the Code and the Treasury
Regulations promulgated thereunder (in situations where, following an Exchange, OpCo remains in existence as an entity for U.S.
federal income tax purposes) and, in each case, comparable sections of state and local tax laws, as a result of (i) an Exchange and
(ii) the payments made pursuant to the Tax Receivable Agreement. For the avoidance of doubt, the amount of any Basis Adjustment
resulting from an Exchange of one or more Common Units shall be the amount that the new Basis Adjustments from clauses (i) and (ii)
in the prior sentence exceed any prior adjustments to basis resulting from any Pre-Exchange Transfer of such Common Units (including
any interest that was a predecessor to such Common Unit).


 






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A “Beneficial Owner” of a security
is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes
the power to dispose of, or to direct the disposition of, such security.


 


“Board” means the board of directors
of the Corporate Taxpayer.


 


“Business Day” shall have the
meaning ascribed to such term in the LLC Agreement.


 


“Change of Control” means the
occurrence of any of the following events:


 


(i)       any
Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities
and Exchange Act of 1934, or any successor provisions thereto, excluding (x) a corporation or other entity owned, directly or indirectly,
by the stockholders of the Corporate Taxpayer in substantially the same proportions as their ownership of stock in the Corporate Taxpayer
and (y) the Founder Entities, become the Beneficial Owner, directly or indirectly, of securities of the Corporate Taxpayer representing
more than 50% of the combined voting power of the Corporate Taxpayer’s then outstanding voting securities;


 


(ii)       the
following individuals cease for any reason to constitute a majority of the number of directors of the Corporate Taxpayer then serving:
individuals who, on the IPO Date, constitute the Board and any new director whose appointment or election by the Board or nomination for
election by the Corporate Taxpayer’s shareholders was approved or recommended by a vote of at least a majority of the directors
then still in office who either were directors on the IPO Date or whose appointment, election or nomination for election was previously
so approved or recommended by the directors referred to in this clause (ii);


 


(iii)       there
is consummated a merger or consolidation of the Corporate Taxpayer with any other corporation or other entity, and, immediately
after the consummation of such merger or consolidation, either (x) the Board immediately prior to the merger or consolidation does
not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a
Subsidiary, the ultimate parent thereof, or (y) the voting securities of the Corporate Taxpayer immediately prior to such merger or
consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then
outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a
Subsidiary, the ultimate parent thereof; or


 






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(iv)        the
shareholders of the Corporate Taxpayer approve a plan of complete liquidation or dissolution of the Corporate Taxpayer or there is consummated
an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Corporate Taxpayer of all
or substantially all of the Corporate Taxpayer’s assets, other than such sale or other disposition by the Corporate Taxpayer of
all or substantially all of the Corporate Taxpayer’s assets to an entity, at least 50% of the combined voting power of the voting
securities of which are owned by shareholders of the Corporate Taxpayer in substantially the same proportions as their ownership of the
Corporate Taxpayer immediately prior to such sale.


 


Notwithstanding the foregoing, except with respect
to clause (ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation
of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Corporate
Taxpayer immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership
in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporate Taxpayer
immediately following such transaction or series of transactions.


 


“Control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.


 


“Corporate Taxpayer Return” means
the federal and/or state and/or local Tax Return, as applicable, of the Corporate Taxpayer filed with respect to Taxes of any Taxable
Year.


 


“Cumulative Net Realized Tax Benefit”
for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including
such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized
Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in
existence at the time of such determination.


 


“Default Rate” means LIBOR plus
500 basis points.


 


“Determination” shall have the
meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state and local tax law, as applicable, or any other
event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax and shall
also include the acquiescence of the Corporate Taxpayer to the amount of any assessed liability for Tax.


 






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“Early Termination Date” means
the date of an Early Termination Notice for purposes of determining the Early Termination Payment.


 


“Early Termination Rate” means
the lesser of (i) 6.5% per annum, compounded annually, and (ii) LIBOR plus 100 basis points.


 


“Exchange” means an acquisition
of Common Units or a purchase of Common Units by OpCo or the Corporate Taxpayer, including by way of an exchange of stock of the Corporate
Taxpayer for Common Units pursuant to the Exchange Agreement, in each case occurring on or after the date of this Agreement. Any reference
in this Agreement to Common Units “Exchanged” is intended to denote Common Units subject to an Exchange.


 


“Exchange Agreement” means that
certain Exchange Agreement, dated as of the date hereof, by and among the Corporate Taxpayer, OpCo, and the other holders of Common Units
and shares of Class C Common Stock and Class D Common Stock from time to time party thereto.


 


“Governmental Authority” has the
meaning set forth in the LLC Agreement.


 


“Hypothetical Tax Liability” means,
with respect to any Taxable Year, the liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, OpCo, but only with
respect to Taxes imposed on OpCo and allocable to the Corporate Taxpayer (or to the other members of the consolidated group of which the
Corporate Taxpayer is the parent), in each case using the same methods, elections, conventions and similar practices used on the relevant
Corporate Taxpayer Return, but (a) using the Non-Stepped Up Tax Basis as reflected on the Exchange Basis Schedule, including amendments
thereto for the Taxable Year, (b) excluding any deduction attributable to Imputed Interest for the Taxable Year, (c) without taking into
account the carryover or carryback of any Tax item (or portions thereof) that is attributable to or (without duplication) available for
use because of the prior use of any of the Basis Adjustments or Imputed Interest, (d) using the Assumed State and Local Tax Rate, solely
for purposes of calculating the state and local Hypothetical Tax Liability of the Corporate Taxpayer and (e) assuming, solely for purposes
of calculating the liability for U.S. federal income Taxes, in order to prevent double counting, that state and local income and franchise
Taxes are not deductible by the Corporate Taxpayer for U.S. federal income Tax purposes.


 


“Imputed Interest” shall mean
any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state and local tax law
with respect to the Corporate Taxpayer’s payment obligations under this Agreement.


 


“IPO” means the initial public
offering of Class A Common Stock of the Corporate Taxpayer.


 


“IPO Date” means the closing date
of the IPO.


 






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“IRS” means the U.S. Internal
Revenue Service.


 


“LIBOR” means during any period,
an interest rate per annum equal to the one-year LIBOR reported, on the date two days prior to the first day of such period, on the Telerate
Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBOR01” or by any
other publicly available source of such market rate) for London interbank offered rates for United States dollar deposits for such period;
provided, however, that if at any time a majority of the Corporate Taxpayer’s then-outstanding loans and/or other agreements governing
material secured, floating rate indebtedness discontinue the use of LIBOR in determining pricing or interest rates and apply an alternative
benchmark rate (such agreements that have discontinued the use of LIBOR, the “Discontinued Agreements”), then, during
any period, all references in this Agreement to LIBOR shall automatically and without further action by any party refer to the sum of
(1) the alternative benchmark rate applied in such period in the majority of the Discontinued Agreements (the “Successor Benchmark”)
and (2) the weighted average mathematical spread adjustment (which may be zero, negative or positive and shall be determined based on
the aggregate principal amount of financing provided under each such Discontinued Agreement, whether utilized or unutilized at the time
that Successor Benchmark is adopted) applied to such Successor Benchmark in the Discontinued Agreements.


 


“LLC Agreement” means the Second
Amended and Restated Operating Agreement of OpCo, dated as of the date hereof.


 


“Market Value” shall mean the
closing price of the Class A Common Stock on the applicable Exchange Date on the national securities exchange or interdealer quotation
system on which such Class A Common Stock is then traded or listed, as reported by the Wall Street Journal; provided, that
if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall mean
the closing price of the Class A Common Stock on the Business Day immediately preceding such Exchange Date on the national securities
exchange or interdealer quotation system on which such Class A Common Stock is then traded or listed, as reported by the Wall Street
Journal; provided, further, that if the Class A Common Stock is not then listed on a national securities exchange or
interdealer quotation system, the Market Value shall mean the cash consideration paid for Class A Common Stock, or the fair market value
of the other property delivered for Class A Common Stock, as determined by the Board in good faith. Notwithstanding anything to the contrary
in the above sentence, to the extent property is exchanged for cash in a transaction, the Market Value shall be determined by reference
to the amount of cash transferred in such transaction.


 


“Member Representative” means
Alclear Investments II, LLC, a Delaware limited liability company.


 


“Non-Stepped Up Tax Basis” means,
with respect to any Reference Asset at any time, the Tax basis that such asset would have had at such time if no Basis Adjustments had
been made.


 






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“Payment Date” means any date
on which a payment is required to be made pursuant to this Agreement.


 


“Percentage Interest” has the
meaning set forth in the LLC Agreement.


 


“Person” means any individual,
corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental
entity or other entity.


 


“Pre-Exchange Transfer” means
any transfer or distribution in respect of one or more Common Units (including any interest that was a predecessor to such Common Unit)
(i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.


 


“Realized Tax Benefit” means,
for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the actual liability for Taxes of (i) the Corporate Taxpayer
and (ii) without duplication, OpCo, but only with respect to Taxes imposed on OpCo and allocable to the Corporate Taxpayer (or to the
other members of the consolidated group of which the Corporate Taxpayer is the parent) for such Taxable Year.  If all or a portion
of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year,
such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.


 


“Realized Tax Detriment” means,
for a Taxable Year, the excess, if any, of the actual liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication,
OpCo, but only with respect to Taxes imposed on OpCo and allocable to the Corporate Taxpayer (or to the other members of the consolidated
group of which the Corporate Taxpayer is the parent) for such Taxable Year, over the Hypothetical Tax Liability for such Taxable Year.
  If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority
of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a
Determination.


 


“Reference Asset” means an asset
that is held by OpCo, or by any of its direct or indirect subsidiaries treated as a partnership or disregarded entity for purposes of
the applicable Tax, at the time of an Exchange. A Reference Asset also includes any asset that is “substituted basis property”
under Section 7701(a)(42) of the Code with respect to a Reference Asset.


 


“Schedule” means any of the following:
(i) an Exchange Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule.


 


“Subsidiaries” shall have the
meaning ascribed to such term in the LLC Agreement.


 


“Subsidiary Stock” means any stock
or other equity interest in any Subsidiary of the Corporate Taxpayer that is treated as a corporation for U.S. federal income tax purposes.


 






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“Tax Return” means any return,
declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules), including any
information return, claim for refund, amended return and declaration of estimated Tax.


 


“Taxable Year” means a taxable
year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local tax law, as applicable
(and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made), ending on or
after the IPO Date.


 


“Taxes” means any and all U.S.
federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and
any interest related to such Tax.


 


“Taxing Authority” shall mean
any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority
thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.


 


“Treasury Regulations” means the
final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding
provisions) as in effect for the relevant taxable period.


 


“Valuation Assumptions”
shall mean, as of an Early Termination Date, the assumptions that (1) the Corporate Taxpayer will have taxable income sufficient to
fully utilize (i) the deductions arising from the Basis Adjustments and Imputed Interest during such Taxable Year or future Taxable
Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit
Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available and (ii)
any net operating loss, excess interest deduction, or credit carryovers or carrybacks (or similar items with respect to carryovers
or carrybacks) generated by deductions arising from Basis Adjustments or Imputed Interest that are available as of such Early
Termination Date, (2) the U.S. federal income tax rates that will be in effect for each such Taxable Year will be those specified
for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, except to the extent any change to
such tax rates for such Taxable Year have already been enacted into law as of the Early Termination Date, (3) all taxable income of
the Corporate Taxpayer will be subject to the maximum applicable tax rate for U.S. federal income tax purposes throughout the
relevant period, and the tax rate for U.S. state and local income taxes shall be the Assumed State and Local Tax Rate as in effect
for the Taxable Year of the Early Termination Date, (4) any non-amortizable assets will be disposed of on the fifteenth anniversary
of the applicable Basis Adjustment; provided, that in the event of a Change of Control, such non-amortizable assets shall be
deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), (5) if, at the Early
Termination Date, there are Common Units that have not been Exchanged, then each such Common Unit shall be deemed to be Exchanged
for the Market Value of the number of shares of Class A Common Stock and the amount of cash that would be transferred if the
Exchange occurred on the Early Termination Date, (6) any payment obligations pursuant to this Agreement will be satisfied on the
date that any Tax Return to which such payment obligation relates is required to be filed excluding any extensions and (7) any
Subsidiary Stock will be disposed of on the fifteenth anniversary of the IPO Date in a fully taxable transaction for U.S. federal
income tax purposes (or, if later, on the Early Termination Date); provided, that if any Subsidiary Stock is disposed of in
connection with a Change of Control, such Subsidiary Stock shall be deemed to be sold at the time of such Change of Control.


 






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(b)              
Each of the following terms is defined in the Section set forth opposite such term:


 


	Term	 	Section
	Agreement	 	Preamble
	Amended Schedule	 	2.03(b)
	Class A Common Stock	 	Recitals
	Class B Common Stock	 	Recitals
	Class C Common Stock	 	Recitals
	Class D Common Stock	 	Recitals
	Code	 	Recitals
	Common Units	 	Recitals
	Contribution	 	Recitals
	Corporate Taxpayer	 	Preamble
	Depreciation	 	1.01
	Dispute	 	7.03(a)
	Early Termination Effective Date	 	4.02
	Early Termination Notice	 	4.02
	Early Termination Payment	 	4.03(b)
	Early Termination Schedule	 	4.02
	e-mail	 	7.01
	Exchange Basis Schedule	 	2.01
	Exchange Date	 	Recitals
	Expert	 	7.09
	Interest Amount	 	3.01(b)
	Material Objection Notice	 	4.02
	Member	 	Preamble
	Net Tax Benefit	 	3.01(b)
	Objection Notice	 	2.03(a)
	OpCo	 	Recitals
	Reconciliation Dispute	 	7.09
	Reconciliation Procedures	 	2.03(a)
	Senior Obligations	 	5.01
	Tax Benefit Payment	 	3.01(b)
	Tax Benefit Schedule	 	2.02(a)




 






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(c)               Other
Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and
words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or
interpretation hereof. References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise
specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the
words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to
be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like
import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing
words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended
from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that
agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.
References to any Person include the successors and permitted assigns of that Person. References from or through any date mean,
unless otherwise specified, from and including or through and including, respectively.


 


Article II



DETERMINATION OF REALIZED TAX BENEFIT


 


Section 2.01       
Basis Adjustment. Within 90 calendar days after the filing of the U.S. federal income tax return of the Corporate
Taxpayer for each Taxable Year in which any Exchange has been effected by any Member, the Corporate Taxpayer shall deliver to such Member
and to the Member Representative a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail necessary
to perform the calculations required by this Agreement, including with respect to each Exchanging party, (i) the Non-Stepped Up Tax Basis
of the Reference Assets as of each applicable Exchange Date, (ii) the Basis Adjustments with respect to the Reference Assets as a result
of the Exchanges effected in such Taxable Year, calculated (x) in the aggregate, (y) solely with respect to Exchanges by such Member and
(z) in the case of a Basis Adjustment under Section 734(b) of the Code solely with respect to the amount that is available to the Corporate
Taxpayer in such Taxable Year, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable and (iv)
the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable.


 


Section 2.02       
Realized Tax Benefit and Realized Tax Detriment.


 


(a)               Tax
Benefit Schedule. Within 120 calendar days after the filing of the U.S. federal income tax return of the Corporate Taxpayer for
any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment a portion of which is Attributable to a Member,
the Corporate Taxpayer shall provide to such Member and to the Member Representative a schedule showing, in reasonable detail and,
at the request of such Member or the Member Representative, with respect to each separate Exchange, the calculation of the Realized
Tax Benefit or Realized Tax Detriment and the portion Attributable to such Member for such Taxable Year (a “Tax Benefit
Schedule”). The Tax Benefit Schedule will become final as provided in Section 2.03(a) and may be amended as provided in
Section 2.03(b) (subject to the procedures set forth in Section 2.03(b)). 


 






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(b)              
Applicable Principles. The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure
the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments
and Imputed Interest, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability
for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under
the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer for the
Common Units acquired in an Exchange. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments or Imputed Interest
shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and
local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant
type. If a carryover or carryback of any Tax item includes a portion that is attributable to the Basis Adjustments or Imputed Interest
and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology.
The parties agree that (i) all Tax Benefit Payments attributable to the Basis Adjustments (other than amounts accounted for as interest
under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Reference
Assets for the Corporate Taxpayer and (B) have the effect of creating additional Basis Adjustments to Reference Assets for the Corporate
Taxpayer in the year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into the calculation for
the year in which the applicable Tax Benefits Payments are paid and into future year calculations, as appropriate.


 


Section 2.03       
Procedures, Amendments.


 


(a)               Procedure.
Every time the Corporate Taxpayer delivers to a Member and to the Member Representative an applicable Schedule under this Agreement,
including any Amended Schedule delivered pursuant to Section 2.03(b) and any Early Termination Schedule or amended Early Termination
Schedule, the Corporate Taxpayer shall also (x) deliver to such Member and to the Member Representative schedules, valuation reports
(if any), and work papers, as determined by the Corporate Taxpayer or requested by such Member or the Member Representative,
providing reasonable detail regarding the preparation of the Schedule and (y) allow such Member or the Member Representative
reasonable access at no cost to the appropriate Representative at the Corporate Taxpayer, as determined by the Corporate Taxpayer or
requested by such Member or the Member Representative, in connection with a review of such Schedule. Without limiting the
application of the preceding sentence, each time the Corporate Taxpayer delivers to a Member or the Member Representative a Tax
Benefit Schedule, in addition to the Tax Benefit Schedule duly completed, the Corporate Taxpayer shall deliver to such Member and to
the Member Representative the Corporate Taxpayer Return, the reasonably detailed calculation by the Corporate Taxpayer of the
Hypothetical Tax Liability, the reasonably detailed calculation by the Corporate Taxpayer of the actual Tax liability, as well as
any other work papers as determined by the Corporate Taxpayer or requested by such Member or the Member Representative. An
applicable Schedule or amendment thereto shall become final and binding on all parties 30 calendar days from the first date on which
the Member has received the applicable Schedule or amendment thereto unless such Member (i) within 30 calendar days after receiving
an applicable Schedule or amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule
(“Objection Notice”) made in good faith or (ii) provides a written waiver of such right of any Objection Notice
within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the
waiver is received by the Corporate Taxpayer. If the parties, for any reason, are unable to successfully resolve the issues raised
in the Objection Notice within 30 calendar days after receipt by the Corporate Taxpayer of an Objection Notice, the Corporate
Taxpayer and the applicable Member shall employ the reconciliation procedures as described in Section 7.09 (the
 “Reconciliation Procedures”).


 






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(b)              
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate
Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a
result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the applicable
Member, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized
Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to
such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to
an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant
to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule
to each Member and the Member Representative within 30 calendar days of the occurrence of an event referenced in clauses (i) through (vi)
of the preceding sentence.


 


Article III



TAX BENEFIT PAYMENTS


 


Section 3.01       
Payments.


 


(a)               Within
five (5) Business Days after a Tax Benefit Schedule with respect to a Taxable Year is delivered to a Member and the Member
Representative pursuant to this Agreement becomes final in accordance with Section 2.03(a), the Corporate Taxpayer shall pay to each
Member for such Taxable Year the Tax Benefit Payment in the amount determined pursuant to Section 3.01(b).  Each such Tax
Benefit Payment to a Member shall be made by wire transfer of immediately available funds to the bank account previously designated
by such Member to the Corporate Taxpayer or as otherwise agreed by the Corporate Taxpayer and such Member.  For the avoidance
of doubt, no Tax Benefit Payment shall be made in respect of estimated tax payments, including federal estimated income tax
payments. Notwithstanding anything to the contrary in this Agreement, with respect to each Exchange by or with respect to any
Member, if such Member notifies the Corporate Taxpayer in writing of a stated maximum selling price (within the meaning of Treasury
Regulations Section 15A.453-1(c)(2)), then the amount of the consideration received in connection with such Exchange and the
aggregate Tax Benefit Payments to such Member in respect of such Exchange (other than amounts accounted for as interest under the
Code) shall not exceed such stated maximum selling price.


 


(b)              
A “Tax Benefit Payment” means, with respect to a Member, an amount, not less than zero, equal to the
sum of the amount of the Net Tax Benefit Attributable to such Member and the related Interest Amount.  For the avoidance of doubt,
for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as additional consideration for the
acquisition of Common Units in Exchanges, unless otherwise required by law. Subject to Section 3.03(a), the “Net Tax Benefit”
for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of
such Taxable Year over the sum of the total amount of Tax Benefit Payments previously made under this Section 3.01 (excluding payments
attributable to Interest Amounts); provided, for the avoidance of doubt, that such Member shall not be required to return any portion
of any previously made Tax Benefit Payment. The “Interest Amount” shall equal the interest on the amount of the Net
Tax Benefit Attributable to such Member calculated at the Agreed Rate from the due date (without extensions) for filing the Corporate
Taxpayer Return with respect to Taxes for such Taxable Year until the Payment Date of the applicable Tax Benefit Payment. Notwithstanding
anything to the contrary in this Agreement, after any lump-sum payment under Article IV in respect of present or future Tax attributes
subject to this Agreement, the Tax Benefit Payment, Net Tax Benefit and components thereof shall be calculated without taking into account
any such attributes or any such lump-sum payment.


 


Section 3.02       
No Duplicative Payments. It is intended that the provisions of this Agreement
will not result in duplicative payment of any amount (including interest) required under this Agreement.  The provisions of this
Agreement shall be construed in the appropriate manner to ensure such intentions are realized.


 






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Article IV



TERMINATION


 


Section 4.01       
Termination, Early Termination and Breach of Agreement.


 


(a)              
Unless terminated earlier pursuant to Section 4.01(b) or Section 4.01(c), this Agreement will terminate when there is no
further potential for a Tax Benefit Payment pursuant to this Agreement. Tax Benefit Payments under this Agreement are not conditioned
on any Member retaining an interest in the Corporate Taxpayer or OpCo (or any successor thereto).


 


(b)               The
Corporate Taxpayer may terminate this Agreement with respect to (i) all amounts payable to the Members and with respect to all of
the Common Units held (or previously held and exchanged) by all Members at any time by paying to each Member the Early Termination
Payment in respect of such Member or (ii) the amount payable to any Member having a Percentage Interest of less than 5% by paying to
any such individual Member the Early Termination Payment in respect of such Member; provided, however, that this
Agreement shall only terminate pursuant to this Section 4.01(b) upon the receipt of the Early Termination Payment by all Members;
and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under
this Section 4.01(b) prior to the time at which any Early Termination Payment has been paid.  Upon payment of the Early
Termination Payment by the Corporate Taxpayer in accordance with this Section 4.01(b), neither the Members nor the Corporate
Taxpayer shall have any further payment obligations under this Agreement, other than for any (1) Tax Benefit Payment agreed to by
the Corporate Taxpayer and a Member as due and payable but unpaid as of the Early Termination Notice and (2) Tax Benefit Payment due
for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount
described in clause (2) is included in the Early Termination Payment).  If an Exchange occurs after the Corporate Taxpayer
makes the Early Termination Payment pursuant to this Section 4.01(b), the Corporate Taxpayer shall have no obligations under this
Agreement with respect to such Exchange.


 


(c)               In
the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure
to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result
of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, unless otherwise waived or directed
in writing by the Member Representative, then all obligations hereunder shall be accelerated and such obligations shall be
calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to,
(1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any
Tax Benefit Payment agreed to by the Corporate Taxpayer and any Members as due and payable but unpaid as of the date of a breach,
and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of a breach; provided that procedures
similar to the procedures of Section 4.02 shall apply with respect to the determination of the amount payable by the Corporate
Taxpayer pursuant to this sentence.  Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this
Agreement, the Members shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek
specific performance of the terms hereof.  The parties agree that the failure to make any payment due pursuant to this
Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this
Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this
Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding
anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any
payment due pursuant to this Agreement when due to the extent the Corporate Taxpayer has insufficient funds to make such payment; provided
that the interest provisions of Section 5.02 shall apply to such late payment (unless the Corporate Taxpayer does not have
sufficient cash to make such payment as a result of limitations imposed by debt agreements to which the Corporate Taxpayer or its
Subsidiaries is a party, in which case Section 5.02 shall apply, but the Default Rate shall be replaced by the Agreed Rate); provided, further,
that the Corporate Taxpayer shall promptly (and in any event, within two (2) Business Days), pay all such unpaid payments, together
with accrued and unpaid interest thereon, immediately following such time that the Corporate Taxpayer has, and to the extent the
Corporate Taxpayer has, sufficient funds to make such payment, and the failure of the Corporate Taxpayer to do so shall constitute a
breach of this Agreement. For the avoidance of doubt, all cash and cash equivalents used or to be used to pay dividends by, or
repurchase equity securities of, the Corporate Taxpayer shall be deemed to be funds sufficient and available to pay such unpaid
payments, together with any accrued and unpaid interest thereon.


 






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Section 4.02       
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section
4.01(b) above, the Corporate Taxpayer shall deliver to each Member and the Member Representative notice of such intention to exercise
such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying
the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination
Payment for such Member. The Early Termination Schedule shall become final and binding on such Member 30 calendar days from the first
date on which the Member and the Member Representative have received such Schedule or amendment thereto unless the Member in case of an
Early Termination Payment pursuant to Section 4.01(b)(ii) or the Member Representative in the case of an Early Termination Payment pursuant
to Section 4.01(b)(i), (i) within 30 calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer with
notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a
written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule
becomes binding on the date the waiver is received by the Corporate Taxpayer (such 30 calendar day date as modified, if at all, by clauses
(i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and the Member or Member Representative,
for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate
Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the Member or Member Representative shall employ the Reconciliation
Procedures. 


 


Section 4.03       
Payment upon Early Termination.


 


(a)              
Within three Business Days after the Early Termination Date, the Corporate Taxpayer shall pay to each Member an amount equal
to the Early Termination Payment in respect of such Member. Such payment shall be made by wire transfer of immediately available funds
to a bank account or accounts designated by such Member or as otherwise agreed by the Corporate Taxpayer and such Member.


 


(b)              
“Early Termination Payment” in respect of a Member shall equal the present value, discounted at the
Early Termination Rate as of the Early Termination Effective Date, of all Tax Benefit Payments in respect of such Member that would be
required to be paid by the Corporate Taxpayer beginning from the Early Termination Date and assuming that the Valuation Assumptions are
applied. 


 


Section 4.04        Change
of Control. In connection with any Change of Control, unless otherwise waived or directed in writing by the Member
Representative, all obligations hereunder with respect to such Member shall be accelerated and such obligations shall be calculated
as if an Early Termination Notice had been delivered on the date of such Change of Control and shall include, but not be limited to,
(1) the Early Termination Payment to such Member calculated as if an Early Termination Notice had been delivered on the date of such
Change of Control, (2) any Tax Benefit Payment agreed to by the Corporate Taxpayer and such Member as due and payable but unpaid as
of the date of such Change of Control, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of
such Change of Control; provided, that procedures similar to the procedures of Section 4.02 shall apply with respect to the
determination of the amount payable by the Corporate Taxpayer pursuant to this sentence.


 


Article V


 


SUBORDINATION AND LATE
PAYMENTS


 


Section 5.01       
Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or
Early Termination Payment required to be made by the Corporate Taxpayer to any Member under this Agreement shall rank subordinate and
junior in right of payment to any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness
for borrowed money of the Corporate Taxpayer and its Subsidiaries (“Senior Obligations”) and shall rank pari passu
with all current or future unsecured obligations of the Corporate Taxpayer that are not Senior Obligations.  To the extent that any
payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.01 and the terms of
agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of Members and the Corporate
Taxpayer shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of
the Senior Obligations. The Corporate Taxpayer shall use commercially reasonable efforts not to enter into any agreement if a principal
purpose of such agreement is to restrict in any material respect the amounts payable hereunder.


 






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Section 5.02       
Late Payments by the Corporate Taxpayer. The amount of all or any portion of any Tax Benefit Payment or Early Termination
Payment not made to the applicable Member when due under the terms of this Agreement shall be payable together with any interest thereon,
computed at the Default Rate and commencing from the date on which such Tax Benefit Payment or Early Termination Payment was due and payable.


 


Article VI


 


NO DISPUTES; CONSISTENCY;
COOPERATION


 


Section 6.01        Participation
in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided herein, and except as provided in
the LLC Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning
the Corporate Taxpayer and OpCo, including the preparation, filing or amending of any Tax Return and defending, contesting or
settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the Member Representative
of, and keep the Member Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and
OpCo by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of a Member under this
Agreement, and shall provide to the Member Representative reasonable opportunity to provide information and other input to the
Corporate Taxpayer, OpCo and their respective advisors concerning the conduct of any such portion of such audit; provided, however,
that the Corporate Taxpayer and OpCo shall not be required to take any action that is inconsistent with any provision of the LLC
Agreement; provided, further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining to
Taxes or Tax matters where such settlement or failure to contest would reasonably be expected to materially adversely affect the
Members’ rights and obligations under this Agreement without the written consent of the Member Representative, such consent
not to be unreasonably withheld, conditioned, or delayed.


 


Section 6.02       
Consistency. The Corporate Taxpayer and the Members agree to report and cause to be reported for all purposes, including
federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including the Basis Adjustments and each
Tax Benefit Payment) in a manner consistent with that specified by the Corporate Taxpayer in any Schedule required to be provided by or
on behalf of the Corporate Taxpayer under this Agreement unless otherwise required by law. Any dispute as to required Tax or financial
reporting shall be subject to Section 7.09.


 


Section 6.03       
Cooperation. Each of the Corporate Taxpayer and each Member shall (a) furnish to the other party in a timely manner
such information, documents and other materials as the other party may reasonably request for purposes of making any determination or
computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination
or controversy with any Taxing Authority, (b) make itself available to the other party and its Representative to provide explanations
of documents and materials and such other information as the other party or its Representative may reasonably request in connection with
any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and the Corporate Taxpayer
shall reimburse the applicable Member for any reasonable third-party costs and expenses incurred pursuant to this Section 6.03. The Corporate
Taxpayer shall not, without the prior written consent of the Member Representative, take any action that has the primary purpose of circumventing
the achievement or attainment of any Tax Benefit Payment or Early Termination Payment under this Agreement.


 






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Article VII


 


MISCELLANEOUS


 


Section 7.01       
Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile
transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received)
and shall be given to such party as set forth below, or pursuant to such other instructions as may be designated in writing by the party
to receive such notice:


 


If to the Corporate Taxpayer, to: 


 


Clear Secure, Inc.

65 East 55th Street, 17th Floor

New York, NY 10022

Attention: Matthew Levine, General Counsel and Chief Privacy Officer



With copies (which shall not constitute notice) to:




Paul, Weiss, Rifkind, Wharton & Garrison LLP


1285 Avenue of the Americas


New York, NY 10019-6064


Facsimile No.: (212) 757-3990


Attention:    Brian M. Janson


E-mail:           bjanson@paulweiss.com


 


If to the applicable Member, to the address,
facsimile number or e-mail address specified for such party on the Member Schedule to the LLC Agreement.


 


All such notices, requests and other communications
shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place
of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business
Day in the place of receipt


 


Section 7.02       
Binding Effect; Benefit; Assignment.


 


(a)              
The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities
hereunder upon any Person other than the parties hereto and their respective successors and assigns. The Corporate Taxpayer shall require
and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.


 






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(b)              
A Member may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered,
or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form of Exhibit A, agreeing to become a “Member”
for all purposes of this Agreement, except as otherwise provided in such joinder; provided, that a Member’s rights under
this Agreement shall be assignable by such Member under the procedure in this Section 7.02(b) regardless of whether such Member continues
to hold any interests in OpCo or the Corporate Taxpayer or has fully transferred any such interests.


 


Section 7.03       
Resolution of Disputes.


 


(a)              
 Except for Reconciliation Disputes subject to Section 7.09, any and all disputes which cannot be settled amicably, including any
ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation,
performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each
a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in Delaware in accordance with
the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the Dispute fail to agree on the selection
of an arbitrator within ten (10) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make
the appointment. The arbitrator shall be a lawyer admitted to the practice of law in the State of Delaware and shall conduct the proceedings
in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. 


 


(b)              
 Notwithstanding the provisions of paragraph (a), the Corporate Taxpayer may bring an action or special proceeding in any court
of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration
hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Member and the Member Representative
s(i) expressly consents to the application of paragraph (c) of this Section 7.03 to any such action or proceeding, (ii) agrees that proof
shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies
at law would be inadequate, and (iii) irrevocably appoints the Corporate Taxpayer for service of process in connection with any such action
or proceeding and agrees that service of process upon such agent, who shall promptly advise such Member and the Member Representative
of any such service of process, shall be deemed in every respect effective service of process upon such Member and the Member Representative
in any such action or proceeding.


 


(c)              
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE CHANCERY COURT OF THE STATE OF DELAWARE OR, IF SUCH COURT DECLINES
JURISDICTION, THE COURTS OF THE STATE OF DELAWARE SITTING IN WILMINGTON, DELAWARE, AND OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT
OF DELAWARE SITTING IN WILMINGTON, DELAWARE, AND ANY APPELLATE COURT FROM ANY THEREOF, FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT
IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.03, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION
ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding
to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The
parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’
relationship with one another.


 


(d)              
The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have
to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in
the preceding paragraph of this Section 7.03 and such parties agree not to plead or claim the same.


 






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Section 7.04       
Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same instrument. Until and unless each party has received a counterpart
hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder
(whether by virtue of any other oral or written agreement or other communication).


 


Section 7.05       
Entire Agreement. This Agreement and the other Reorganization Documents (as such term is defined in the LLC Agreement)
constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements
and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. Except to the extent
provided in Section 3.03, nothing in this Agreement shall create any third-party beneficiary rights in favor of any Person or other party
hereto.


 


Section 7.06       
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic
or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a
determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated
to the fullest extent possible.


 






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Section 7.07        Amendment.
No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporate Taxpayer and by Persons
who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Persons entitled to Early
Termination Payments under this Agreement if the Corporate Taxpayer had exercised its right of early termination on the date of the
most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Persons pursuant to
this Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such
amendment will have a disproportionate effect on the payments certain Persons will or may receive under this Agreement unless all
such Persons disproportionately affected consent in writing to such amendment. No provision of this Agreement may be waived unless
such waiver is in writing and signed by the party against whom the waiver is to be effective.


 


Section 7.08        Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to
the conflicts of law rules of such State that would result in the application of the laws of any other State.


 


Section 7.09        Reconciliation.
In the event that the Corporate Taxpayer and a Member or the Member Representative are unable to resolve a disagreement with respect
to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 within the relevant period designated in this Agreement (“Reconciliation
Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”)
in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally
recognized accounting or law firm, and unless the Corporate Taxpayer and the Member or the Member Representative agree otherwise, the
Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer, the Member
or the Member Representative or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within
fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed
by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule
or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter
relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable,
in each case after the matter has been submitted to the Expert for resolution.  Notwithstanding the preceding sentence, if the matter
is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax
Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement
and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution.  The
costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer, except
as provided in the next sentence.  The Corporate Taxpayer and the Member or the Member Representative shall bear their own costs
and expenses of such proceeding, unless (i) the Expert substantially adopts the Member or Member Representative’ position, in which
case the Corporate Taxpayer shall reimburse the Member or the Member Representative for any reasonable out-of-pocket costs and expenses
in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case the Member of Member
Representative shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding.  Any
dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. 
The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall
be binding on the Corporate Taxpayer and the Member or Member Representative and may be entered and enforced in any court having jurisdiction.  


 


Section 7.10       
Withholding. The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to
this Agreement such amounts as the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under
the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate
Taxing Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid
to the applicable Member.


 






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Section 7.11       
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. 


 








(a)              
 If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated
income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions
of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments
and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole (including,
for the avoidance of doubt, by treating any direct or indirect transfer of one or more Reference Assets or Common Units to a corporation
with which the Corporate Taxpayer files a consolidated Tax Return pursuant to Section 1501 of the Code as an Exchange which gives rise
to a Basis Adjustment).


 


(b)              
If the Corporate Taxpayer (or any member of a group described in Section 7.11(a)) transfers one or more Reference Assets
to a Person treated as a corporation for U.S. federal income tax purposes (with which the Corporate Taxpayer does not file a consolidated
Tax Return pursuant to Section 1501 of the Code), such transferor, for purposes of calculating the amount of any Tax Benefits Payment
due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration
deemed to be received by the Corporate Taxpayer, shall be equal to the fair market value of the transferred asset plus the amount of debt
to which such asset is subject, in the case of a transfer of an encumbered asset. For purposes of this Section 7.11(b), a transfer of
a partnership interest shall be treated as a transfer of the transferring partner’s applicable share of each of the assets and liabilities
of that partnership. Notwithstanding anything to the contrary set forth herein, if the Corporate Taxpayer or any member of a group described
in Section 7.11(a) transfers its assets pursuant to a transaction that qualifies as a “reorganization” (within the meaning
of Section 368(a) of the Code) in which such entity does not survive or pursuant to any other transaction to which Section 381(a) of the
Code applies (other than any such reorganization or any such other transaction, in each case, pursuant to which such entity transfers
assets to a corporation with which the Corporate Taxpayer or any member of the group described in Section 7.11(a) (other than any such
member being transferred in such reorganization or other transaction) does not file a consolidated Tax Return pursuant to Section 1501
of the Code), the transfer will not cause such entity to be treated as having transferred any assets to a corporation (or a Person classified
as a corporation for U.S. federal income tax purposes) pursuant to this Section 7.11(b).


 


Section 7.12       
Confidentiality. Section 11.10 (Confidentiality) of the LLC Agreement as of the date of this Agreement shall
apply to any information of the Corporate Taxpayer provided to the Members and their assignees pursuant to this Agreement.


 


Section 7.13        Change
in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a Member
reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment
under this Agreement) recognized by such Member (or direct or indirect equity holders in such Member) upon an Exchange to be treated
as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income tax purposes or
would have other material adverse tax consequences to the Corporate Taxpayer or such Member or any direct or indirect owner of a
Member, then at the election of such Member and to the extent specified by such Member, this Agreement (i) shall cease to have
further effect with respect to such Member, (ii) shall not apply to an Exchange occurring after a date specified by such Member, or
(iii) shall otherwise be amended in a manner determined by such Member; provided, that such amendment shall not result in an
increase in payments under this Agreement to such Member at any time as compared to the amounts and times of payments that would
have been due to such Member in the absence of such amendment.


 






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Section 7.14        Member
Representative. By executing this Agreement, each of the Members shall be deemed to have irrevocably constituted the Member
Representative as his, her or its agent and attorney in fact with full power of substitution to act from and after the date hereof
and to do any and all things and execute any and all documents on behalf of such Members which may be necessary, convenient or
appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the documents and
certificates required pursuant to this Agreement; (ii) except to the extent specifically provided in this Agreement receipt and
forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this
Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by the Member Representative, in its sole and
absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be
necessary or appropriate in connection therewith; (v) amending this Agreement or any of the instruments to be delivered to the
Corporate Taxpayer pursuant to this Agreement; (vi) taking actions the Member Representative is expressly authorized to take
pursuant to the other provisions of this Agreement; (vii) negotiating and compromising, on behalf of such Members, any dispute
that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other
agreement contemplated hereby and executing, on behalf of such Members, any settlement agreement, release or other document with
respect to such dispute or remedy; and (viii) engaging attorneys, accountants, agents or consultants on behalf of such Members
in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. The Member
Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer. All reasonable, documented
out-of-pocket costs and expenses incurred by the Member Representative in its capacity as such shall be promptly reimbursed by the
Corporate Taxpayer upon invoice and reasonable support therefor by the Member Representative. To the fullest extent permitted by
law, none of the Member Representative, any of its Affiliates, or any of the Member Representative’s or Affiliate’s
directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or
accountable in damages or otherwise to any Member, OpCo or the Corporate Taxpayer for damages arising from any action taken or
omitted to be taken by the Member Representative or any other Person with respect to OpCo or the Corporate Taxpayer, except in the
case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered
Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by
it on behalf of OpCo or the Corporate Taxpayer or in furtherance of the interests of OpCo or the Corporate Taxpayer in good faith in
reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption
of the good faith and due care of such Covered Person with respect to such act or omission; provided, that such counsel,
accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall
have no liability to OpCo, the Corporate Taxpayer or the Members for acting or refraining from acting upon, any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Each Covered Person
shall not be liable for, and shall be indemnified by the Corporate Taxpayer for, any liability, loss, damage, penalty or fine
incurred by the Covered Persons (and any cost or expense incurred by the Covered Persons in connection therewith and herewith and
not previously reimbursed pursuant to this Section 7.14) arising out of or in connection with the acceptance or administration of
its duties under this Agreement, and such liability, loss, damage, penalty, fine, cost or expense shall be treated as an expense
subject to reimbursement pursuant to the provisions of this Section 7.14, except to the extent that any such liability, loss,
damage, penalty, fine, cost or expense is the proximate result of the willful misconduct or fraud of the Covered Person.


 






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Section 7.15       
Partnership Agreement. This Agreement shall be treated as part of the partnership agreement of OpCo as described
in Section 761(c) of the Code, and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.


 


[Remainder of Page Intentionally
Left Blank]


 






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IN WITNESS WHEREOF, the Corporate Taxpayer and each
Member set forth below have duly executed this Agreement as of the date first written above.


 


	 	CORPORATE TAXPAYER:
	 	 	 
	 	CLEAR SECURE, INC.
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: Chief Executive Officer


 


[Signature Page to Tax Receivable Agreement]


 






    


     


    

 


	 	MEMBERS:
	 	 
	 	ALCLEAR INVESTMENTS, LLC 
	 	 
	 	 
	 	By:
	 	Title:
	 	 
	 	[Others]


 


[Signature Page to Tax Receivable Agreement]


 









    


     


    

 


Exhibit A


Form of Joinder


 


This JOINDER (this “Joinder”)
to the Tax Receivable Agreement (as defined below), dated as of ____________, by and among Clear Secure, Inc., a Delaware corporation
(the “Corporate Taxpayer”), and ______________ (“Permitted Transferee”).


 


WHEREAS, on ____________, Permitted Transferee acquired
(the “Acquisition”) [___ Common Units and the corresponding shares of Class D Common Stock] [the right to receive any
and all payments that may become due and payable under the Tax Receivable Agreement with respect to ___ Common Units that were previously
Exchanged and are described in greater detail in Annex A to this Joinder] (collectively, “Interests” and, together
with all other interests hereinafter acquired by the Permitted Transferee from Transferor, the “Acquired Interests”)
from ______________ (“Transferor”); and


 


WHEREAS, Transferor, in connection with the Acquisition,
has required Permitted Transferee to execute and deliver this Joinder pursuant to Section 7.02(b) of the Tax Receivable Agreement, dated
as of [              ], by and among the Corporate Taxpayer and each Member (as defined therein) (the “Tax Receivable Agreement”).


 


NOW, THEREFORE, in consideration of the foregoing
and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:


 


Section 1.01      Definitions.
To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings
set forth in the Tax Receivable Agreement.


 


Section 1.02      Joinder. Permitted Transferee
hereby acknowledges and agrees to become a “Member” (as defined in the Tax Receivable Agreement) for all purposes of the Tax
Receivable Agreement. Permitted Transferee hereby acknowledges the terms of Section 7.02(b) of the Tax Receivable Agreement and agrees
to be bound by Section 7.12 of the Tax Receivable Agreement.


 


Section 1.03      Notice. Any notice, request,
consent, claim, demand, approval, waiver or other communication hereunder to Permitted Transferee shall be delivered or sent to Permitted
Transferee at the address set forth on the signature page hereto in accordance with Section 7.01 of the Tax Receivable Agreement.


 


Section 1.04      Governing Law. This Joinder
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules
of such State that would result in the application of the laws of any other State.


 


IN WITNESS WHEREOF, this Joinder has been duly executed
and delivered by Permitted Transferee as of the date first above written.


 






    


     


    

 


	 	[PERMITTED TRANSFEREE]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	Address for notices: