Exhibit 10.5


 


 


SECOND AMENDED AND RESTATED



OPERATING AGREEMENT



of



ALCLEAR HOLDINGS, LLC



Dated as [●], 2021


 






     


     


    

 


TABLE OF CONTENTS


 


Page





	Article I DEFINITIONS AND USAGE	1
		Section 1.01   Definitions	1
		Section 1.02   Other Definitional and Interpretative Provisions	12
	Article II THE COMPANY	12
		Section 2.01   Formation	12
		Section 2.02   Name	13
		Section 2.03   Term	13
		Section 2.04   Registered Agent and Registered Office	13
		Section 2.05   Purposes	13
		Section 2.06   Powers of the Company	13
		Section 2.07   Partnership Tax Status	13
		Section 2.08   Regulation of Internal Affairs	13
		Section 2.09   Ownership of Property	14
		Section 2.10   Subsidiaries	14
	Article III UNITS; MEMBERS; BOOKS AND RECORDS; REPORTS	14
		Section 3.01   Units; Admission of Members	14
		Section 3.02   Substitute Members and Additional Members	15
		Section 3.03   Tax and Accounting Information	15
		Section 3.04   Books and Records	17
	Article IV CLEAR SECURE OWNERSHIP; RESTRICTIONS ON CLEAR SECURE STOCK	17
		Section 4.01   Clear Secure Ownership	17
		Section 4.02   Restrictions on Clear Secure Common Stock	18
	Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS	21
		Section 5.01   Capital Contributions	21
		Section 5.02   Capital Accounts	21
		Section 5.03   Amounts and Priority of Distributions	23
		Section 5.04   Allocations	25
		Section 5.05   Other Allocation Rules	28
		Section 5.06   Tax Withholding; Withholding Advances	29
	Article VI CERTAIN TAX MATTERS	30
		Section 6.01   Partnership Representative	30
		Section 6.02   Section 754 Election	31


 






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	Article VII MANAGEMENT OF THE COMPANY	32
		Section 7.01   Management by the Managing Member	32
		Section 7.02   Withdrawal of the Managing Member	32
		Section 7.03   Decisions by the Members	32
		Section 7.04   Fiduciary Duties	33
		Section 7.05   Officers	34
	Article VIII TRANSFERS OF INTERESTS	35
		Section 8.01   Restrictions on Transfers	35
		Section 8.02   Certain Permitted Transfers	36
		Section 8.03   Registration of Transfers	37
	Article IX OTHER AGREEMENTS	37
		Section 9.01   Noncompete	37
		Section 9.02   Nonsolicitation	37
	Article X LIMITATION ON LIABILITY, EXCULPATION AND INDEMNIFICATION	38
		Section 10.01   Limitation on Liability	38
		Section 10.02   Exculpation and Indemnification	38
	Article XI DISSOLUTION AND TERMINATION	41
		Section 11.01   Dissolution	41
		Section 11.02   Winding Up of the Company	41
		Section 11.03   Termination	42
		Section 11.04   Survival	42
	Article XII MISCELLANEOUS	42
		Section 12.01   Expenses	42
		Section 12.02   Further Assurances	43
		Section 12.03   Notices	43
		Section 12.04   Binding Effect; Benefit; Assignment	43
		Section 12.05   Jurisdiction	43
		Section 12.06   Counterparts	44
		Section 12.07   Entire Agreement	44
		Section 12.08   Severability	44
		Section 12.09   Amendment	45
		Section 12.10   Confidentiality	46
		Section 12.11   Governing Law	47


 





	Schedule A	 Common Units



 






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SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this
 “Agreement”) OF ALCLEAR HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated
as of [●], 2021, by and among the Company, Clear Secure, Inc., a Delaware corporation (“Clear Secure”), and the
other Persons listed on the signature pages hereto.


 


W I T N E S S E T H:


 


WHEREAS, the Company has been heretofore formed as
a limited liability company under the Delaware Act (as defined below) pursuant to a certificate of formation which was executed and filed
with the Secretary of State of the State of Delaware on January 21, 2010;


 


WHEREAS, Alclear entered into the initial Operating
Agreement of the Company, dated as of January 22, 2010 (the “Initial Operating Agreement”);


 


WHEREAS, the Initial Operating Agreement was amended
and restated in its entirety by the Amended and Restated Operating Agreement of the Company, dated as of November 22, 2019, by and among
the Company and certain members party thereto (the “A&R Operating Agreement”);


 


WHEREAS, pursuant to the terms of that certain Reorganization
Agreement (the “Reorganization Agreement”), dated as of the date hereof, by and among the Company, Clear Secure and
the other Persons listed on the signature pages thereto, the parties thereto have agreed to consummate the reorganization of the Company
contemplated by Section 9.9 of the A&R Operating Agreement and to take the other actions contemplated in such Reorganization Agreement
(collectively, the “Reorganization”); and


 


WHEREAS, the Company and Clear Secure desire to enter
into this Agreement to make the modifications hereinafter set forth.


 


NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein made and other good and valuable consideration, the parties hereto hereby agree, to amend and restate the A&R
Operating Agreement in its entirety as follows:


 


Article I



DEFINITIONS AND USAGE


 


Section 1.01       
Definitions.


 


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


 






    


     


    

 


“Additional Member” means any
Person admitted as a Member of the Company pursuant to Section 3.02 in connection with the new issuance of Units to such Person.


 


“Adjusted Capital Account Deficit”
means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal
Year, after giving effect to the following adjustments:


 


(i)       Credit
to such Capital Account any amounts that such Member is deemed to be obligated to restore pursuant to the penultimate sentence in Treasury
Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and


 


(ii)       Debit
to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5)
and 1.704-1(b)(2)(ii)(d)(6).


 


The foregoing definition of Adjusted Capital Account Deficit is intended
to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.


 


“Affiliate” means, with respect
to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided
that no Member nor any Affiliate of any Member shall be deemed to be an Affiliate of any other Member or any of its Affiliates solely
by virtue of such Members’ Units.


 


“Applicable Law” means, with respect
to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule,
regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental
Authority or Regulatory Agency that is binding upon or applicable to such Person or its assets, as amended unless expressly specified
otherwise.


 


“Business Day” means a day, other
than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable
Law to close.


 


“Capital Account” means the capital
account established and maintained for each Member pursuant to Section 5.02.


 


“Capital Contribution” means,
with respect to any Member, the amount of money and the initial Carrying Value of any Property (other than money) contributed to the Company.


 






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“Carrying Value” means with respect
to any Property (other than money), such Property’s adjusted basis for U.S. federal income tax purposes, except as follows:


 


(i)       The
initial Carrying Value of any such Property contributed by a Member to the Company shall be the gross fair market value of such Property,
as reasonably determined by the Managing Member;


 


(ii)       The
Carrying Values of all such Properties shall be adjusted to equal their respective gross fair market values (taking Section 7701(g)
of the Code into account), as reasonably determined by the Managing Member, at the time of any Revaluation pursuant to Section 5.02(c);


 


(iii)       The
Carrying Value of any item of such Properties distributed to any Member shall be adjusted to equal the gross fair market value (taking
Section 7701(g) of the Code into account) of such Property on the date of distribution as reasonably determined by the Managing Member;
and


 


(iv)       The
Carrying Values of such Properties shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such Properties
pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account
in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vi) of
the definition of “Net Income” and “Net Loss” or Section 5.04(b)(vi); provided, however,
that Carrying Values shall not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) is
required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv). If the Carrying
Value of such Property has been determined or adjusted pursuant to subparagraph (i), (ii) or (iv), such Carrying Value shall
thereafter be adjusted by the Depreciation taken into account with respect to such asset, for purposes of computing Net Income and Net
Loss.


 


“Class A Common Stock” means Class
A common stock, $0.00001 par value per share, of Clear Secure.


 


“Class B Common Stock” means Class
B common stock, $0.00001 par value per share, of Clear Secure.


 


“Class C Common Stock” means Class
C common stock, $0.00001 par value per share, of Clear Secure.


 


“Class D Common Stock” means Class
D common stock, $0.00001 par value per share, of Clear Secure.


 


“Clear Secure Common Stock” means
all classes and series of common stock of Clear Secure, including the Class A Common Stock, Class B Common Stock, Class C Common Stock
and Class D Common Stock.


 


“Clear Secure Equity Plan” means
the Clear Secure, Inc. 2021 Omnibus Incentive Plan, as the same may be amended from time to time.


 






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“Clear Secure Member” means (i)
Clear Secure and (ii) any Subsidiary of Clear Secure (other than the Company and its Subsidiaries) that is a Member.


 


“Clear Secure Subscription Agreements”
means those certain Subscription Agreements by and between Clear Secure and each of the Non-Clear Secure Members as of the date hereof.


 


“Code” means the Internal Revenue
Code of 1986, as amended from time to time.


 


“Common Unit” means a common limited
liability company interest in the Company.


 


“Company Business” means business
of providing secure biometric identification services for travel and other secure identification applications, as conducted by the Company
and its subsidiaries from time to time.


 


“Company Minimum Gain” means “partnership
minimum gain,” as defined in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).


 


“Control” including the terms
 “controlling,” “controlled by” and “under common control with,” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the
ownership of voting stock, by contract, or otherwise.


 


“Covered Person” means (i) each
Member or an Affiliate thereof, in each case in such capacity, (ii) each officer, director, shareholder, member, partner, employee,
representative, agent or trustee of a Member or an Affiliate thereof, in all cases in such capacity and (iii) each officer, director,
shareholder (other than any public shareholder of Clear Secure that is not a Member), member, partner, employee, representative, agent
or trustee of the Managing Member, Clear Secure (in the event Clear Secure is not the Managing Member), the Company or an Affiliate controlled
thereby, in all cases in such capacity.


 


“Delaware Act” means the Delaware
Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq.


 


“Depreciation” means, for each
Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for
such Fiscal Year, except that if the Carrying Value of an asset differs from its adjusted basis for U.S. federal income tax purposes at
the beginning of such Fiscal Year, Depreciation shall be an amount that bears the same ratio to such beginning Carrying Value as the U.S.
federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted
tax basis; provided, however, that if the adjusted basis for U.S. federal income tax purposes of an asset at the beginning
of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method
selected by the Managing Member.


 






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“DGCL” means the General Corporation
Law of the State of Delaware, as amended from time to time.


 


“Equity Securities” means, with
respect to any Person, any (i) membership interests or shares of capital stock, (ii) equity, ownership, voting, profit or participation
interests or (iii) similar rights or securities in such Person or any of its Subsidiaries, or any rights or securities convertible
into or exchangeable for, options or other rights to acquire from such Person or any of its Subsidiaries, or obligation on the part of
such Person or any of its Subsidiaries to issue, any of the foregoing.


 


“Exchange Agreement” means the
Exchange Agreement, dated as of the date hereof, by and among Clear Secure, the Company and the holders of Common Units and shares of
Class C Common Stock and Class D Common Stock from time to time party thereto.


 


“Family Member” means, with respect
to any natural person, the spouse, domestic partner, parents, grandparents, lineal descendants, siblings of such person or such person’s
spouse and lineal descendants of siblings of such person or such person’s spouse. Lineal descendants shall include adopted persons
(but only so long as they are adopted during minority), former spouses or former domestic partners of such person.


 


“FINRA” means the Financial Industry
Regulatory Authority, Inc.


 


“Fiscal Year” means the Company’s
fiscal year, which shall initially be the calendar year and which may be changed from time to time as determined by the Managing Member.


 


“Form 8-A Effective Time” has
the meaning set forth in the Reorganization Agreement.


 


“Founder Post-IPO Members” means
Alclear Investments, LLC, a Delaware limited liability company, and Alclear Investments II, LLC, a Delaware limited liability company.


 


“Governmental Authority” means
any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court,
agency or official, including any political subdivision thereof.


 


“Highest Member Tax Amount” means
the Member receiving the greatest proportionate allocation of taxable income attributable to its ownership of the Company in the applicable
tax period (or portion thereof) (including 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 Member  (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 Tax Rate.


 


“Indebtedness” means
(a) all indebtedness for borrowed money (including capitalized lease obligations, sale-leaseback transactions or other similar
transactions, however evidenced), (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar
instrument, (c) notes payable and (d) lines of credit and any other agreements relating to the borrowing of money or
extension of credit.


 






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“IPO” means the initial underwritten
public offering of Clear Secure.


 


“Managing Member” means (i) Clear
Secure so long as Clear Secure has not withdrawn as the Managing Member pursuant to Section 7.02 and (ii) any successor
thereof appointed as Managing Member in accordance with Section 7.02.


 


“Member” means any Person named
as a Member of the Company on the Member Schedule and the books and records of the Company, as the same may be amended from time
to time to reflect any Person admitted as an Additional Member or a Substitute Member, for so long as such Person continues to be a Member
of the Company.


 


“Member Nonrecourse Debt” has
the same meaning as the term “partner nonrecourse debt” in Treasury Regulations Section 1.704-2(b)(4).


 


“Member Nonrecourse Debt Minimum Gain”
means an amount with respect to each “partner nonrecourse debt” (as defined in Treasury Regulation Section 1.704-2(b)(4))
equal to the Company Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined
in Treasury Regulation Section 1.752-1(a)(2)) determined in accordance with Treasury Regulation Section 1.704-2(i)(3).


 


“Member Nonrecourse Deductions”
has the same meaning as the term “partner nonrecourse deductions” in Treasury Regulations Sections 1.704-2(i)(1)
and 1.704-2(i)(2).


 


“MIP” means Alclear Holdings,
LLC Amended and Restated Equity Incentive Plan and the applicable individual award agreement thereunder.


 


“Net Income” and “Net
Loss” mean, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such Fiscal
Year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction
required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the
following adjustments (without duplication):


 


(i)       Any
income of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Net Income or Net
Loss pursuant to this definition of “Net Income” and “Net Loss” shall be added to such taxable income or loss;


 


(ii)       Any
expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code
expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in
computing Net Income and Net Loss pursuant to this definition of “Net Income” and “Net Loss,” shall be
treated as deductible items;


 






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(iii)       In
the event the Carrying Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of “Carrying
Value,” the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Carrying Value of the
asset) or an item of loss (if the adjustment decreases the Carrying Value of the asset) from the disposition of such asset and shall be
taken into account, immediately prior to the event giving rise to such adjustment, for purposes of computing Net Income or Net Loss;


 


(iv)       Gain
or loss resulting from any disposition of Property with respect to which gain or loss is recognized for U.S. federal income tax purposes
shall be computed by reference to the Carrying Value of the Property disposed of, notwithstanding that the adjusted tax basis of such
Property differs from its Carrying Value;


 


(v)       In
lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation;


 


(vi)       To
the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code is required, pursuant
to Treasury Regulations Section 1.704-(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result
of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated
as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition
of such asset and shall be taken into account for purposes of computing Net Income or Net Loss; and


 


(vii)       Notwithstanding
any other provision of this definition, any items that are specially allocated pursuant to Section 5.04(b), Section 5.04(c)
and Section 5.04(d) shall not be taken into account in computing Net Income and Net Loss.


 


The amounts of the items of Company income, gain,
loss, or deduction available to be specially allocated pursuant to Section 5.04(b), Section 5.04(c) and Section 5.04(d)
shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.


 


“Non-Clear Secure Member” means
any Member that is not a Clear Secure Member.


 


“Nonrecourse Deductions” has the
meaning set forth in Treasury Regulations Sections 1.704-2(b)(1) and 1.704-2(c).


 


“Paired Interest” has the meaning
set forth in the Exchange Agreement.


 






    7


     


    

 


“Partnership Audit Provisions”
means Title XI, Section 1101, of the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury
Regulations promulgated thereunder, and published administrative interpretations thereof, and any comparable provisions of state or local
tax law).


 


“Percentage Interest” means, with
respect to any Member, a fractional amount, expressed as a percentage: (i) the numerator of which is the aggregate number of Common
Units owned of record thereby (excluding any Unvested Common Units) and (ii) the denominator of which is the aggregate number of
Common Units issued and outstanding (excluding any Unvested Common Units). The sum of the outstanding Percentage Interests of all Members
shall at all times equal 100%.


 


“Permitted Transfer” means any
Transfer to any Permitted Transferee.


 


“Permitted Transferee” means,
with respect to any Member, (i) any Affiliate of such Member, (ii) a donee of Units who is a member of the family of such Member or any
trust for the benefit of any such family member or (iii) a transferee of Units who receives such Units by will or the laws of descent
and distribution. For purposes of this definition, the word “family” shall include any spouse, lineal ancestor or descendant,
brother or sister. Notwithstanding the foregoing, in no event shall any Person that directly or indirectly competes with the Company (as
determined by the Managing Member) in the Company Business constitute a Permitted Transferee.


 


“Person” means any individual,
corporation, partnership, unincorporated association or other entity.


 


“Prime Rate” means the rate of
interest from time to time identified by JP Morgan Chase, N.A. as being its “prime” or “reference” rate.


 


“Property” means an interest of
any kind in any real, personal or intellectual (or mixed) property, including cash, and any improvements thereto, and shall include both
tangible and intangible property.


 


“Registration Rights Agreement”
means the Registration Rights Agreement, dated as of the date hereof, by and among Clear Secure and the other parties thereto.


 


“Regulatory Agency” means the
SEC, FINRA and any other regulatory authority or body (including any state or provincial securities authority and any self-regulatory
organization) with jurisdiction over the Company or any of its Subsidiaries.


 


“Relative Percentage Interest”
means, with respect to any Member relative to another Member or Members, a fractional amount, expressed as a percentage, the numerator
of which is the Percentage Interest of such Member; and the denominator of which is (x) the Percentage Interest of such Member plus
(y) the aggregate Percentage Interest of such other Member or Members.


 






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“Reorganization Date Capital Account Balance”
means, with respect to any Member, the positive Capital Account balance of such Member as of immediately following the Reorganization,
the amount or deemed value of which is set forth on the Member Schedule.


 


“Reorganization Documents” means
the Reorganization Agreement, this Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement,
the Clear Secure Subscription Agreement and the MIP.


 


“SEC” means the United States
Securities and Exchange Commission.


 


“Subsidiary” means, with respect
to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more
than 50% of the total voting power of Equity Securities or other ownership interests entitled (without regard to the occurrence of any
contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar
functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.


 


“Substitute Member” means any
Person admitted as a Member of the Company pursuant to Section 3.02 in connection with the Transfer of then-existing Units
to such Person.


 


“Tax Amount” means the Highest
Member Tax Amount divided by the Percentage Interest of the Member described in the definition of “Highest Member Tax Amount”.


 


“Tax Distribution” means a distribution
made by the Company pursuant to Section 5.03(e)(i) or Section 5.03(e)(iii) or a distribution made by the Company
pursuant to another provision of Section 5.03 but designated as a Tax Distribution pursuant to Section 5.03(e)(ii).


 


“Tax Distribution Amount” means,
with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case
in amount not less than zero:


 


(i)       With
respect to a Tax Distribution pursuant to Section 5.03(e)(i), the excess, if any, of (A) such Member’s
required annualized income installment for such estimated payment date under Section 6655(e) of the Code, assuming that (x)
such Member is a corporation (which assumption, for the avoidance of doubt, shall not affect the determination of the Tax Rate),
(y) Section 6655(e)(2)(C)(ii) is in effect and (z) such Member’s only income is from the Company, which
amount shall be calculated based on the projections believed by the Managing Member in good faith to be, reasonable projections of
the product of (1) the Tax Amount and (2) such Member’s Percentage Interest over (B) the aggregate amount of Tax
Distributions designated by the Company pursuant to Section 5.03(e)(ii) with respect to such Units since the date
of the previous Tax Distribution pursuant to Section 5.03(e)(i) (or if no such Tax Distribution was required to be
made, the date such Tax Distribution would have been made pursuant to Section 5.03(e)(i)).


 






    9


     


    

 



 


(ii)       With
respect to the designation of an amount as a Tax Distribution pursuant to Section 5.03(e)(ii), the product of (x) the
Tax Amount projected, in the good faith belief of the Managing Member, during the period since the date of the previous Tax Distribution
(or, if more recent, the date that the previous Tax Distribution pursuant to Section 5.03(e)(i) would have been made
or, in the case of the first distribution pursuant to Section 5.03(b), the date of this Agreement) and (y) such Member’s
Percentage Interest.


 


(iii)       With
respect to an entire Fiscal Year to be calculated for purposes of Section 5.03(e)(iii), the excess, if any, of (A) the
product of (x) the Tax Amount for the relevant Fiscal Year and (y) such Member’s Percentage Interest, over (B) the
aggregate amount of Tax Distributions (other than Tax Distributions under Section 5.03(e)(iii) with respect to a prior Fiscal
Year) with respect to such Units made with respect to such Fiscal Year.


 


“Tax Rate” means the highest marginal
federal, state and local tax rate for an individual or corporation that is resident in New York City or California (whichever is higher)
applicable to ordinary income, qualified dividend income or capital gains, as appropriate, taking into account the holding period of the
assets disposed of and the year in which the taxable net income is recognized by the Company, and taking into account the deductibility
of state and local income taxes as applicable at the time for U.S. federal income tax purposes and any limitations thereon including pursuant
to Section 68 of the Code or Section 164 of the Code, which Tax Rate shall be the same for all Members.


 


“Tax Receivable Agreement” means
the Tax Receivable Agreement, dated as of [●], 2021, by and among Clear Secure, Alclear Investments, LLC, Alclear Investments II,
LLC and the other parties thereto.


 


“Transfer” of a Unit means,
directly or indirectly, any sale, assignment, transfer, exchange, gift, bequest, pledge, hypothecation or other disposition or
encumbrance of such Unit or any legal or beneficial interest in such Unit, in whole or in part, whether or not for value and whether
voluntary or involuntary or by operation of Applicable Law, and shall include all matters deemed to constitute a Transfer under Article VIII; provided, however,
that the following shall not be considered a “Transfer”: (i) the pledge of Units by a Member that creates a mere
security interest in such Units pursuant to a bona fide loan or indebtedness transaction so long as such Member continues to
exercise sole voting control over such pledged Units; provided, however, that a foreclosure on such Units or other
similar action by the pledgee shall constitute a “Transfer”; or (ii) the fact that the spouse of any Member possesses or
obtains an interest in such Member’s Units arising solely by reason of the application of the community property laws of any
jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a “Transfer” of
such Units. The terms “Transferred”, “Transferring”, “Transferor”,
 “Transferee” and “Transferable” have meanings correlative to the foregoing.


 






    10


     


    

 


“Treasury Regulations” mean the
regulations promulgated under the Code, as amended from time to time.


 


“Units” means Common Units or
any other class of limited liability interests in the Company designated by the Company after the date hereof in accordance with this
Agreement; provided that any type, class or series of Units shall have the designations, preferences or special rights set forth
or referenced in this Agreement, and the membership interests of the Company represented by such type, class or series of Units shall
be determined in accordance with such designations, preferences or special rights.


 


“Unvested Common Unit” means,
on any date of determination, any Common Unit held by a Member that is not “vested” in accordance with the MIP.


 


“Unvested Member” means any Member
that is a holder of Unvested Common Units in such Member’s capacity as a holder of such Unvested Common Units.


 


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


 


	Term	Section
	A&R Operating Agreement	Recitals
	Agreement	Preamble
	Clear Secure	Preamble
	Company	Preamble
	Confidential Information	12.10(b)
	Controlled Entities	10.02(e)
	Dissolution Event	11.01(c)
	Economic Clear Secure Security	4.01(a)
	e-mail	12.03
	Expenses	10.02(e)
	GAAP	3.03(b)
	Imputed Underpayment Amount	6.01(b)
	Indemnification Sources	10.02(e)
	Indemnitee-Related Entities	10.02(e)(i)
	Initial Operating Agreement	Recitals
	Jointly Indemnifiable Claims	10.02(e)(ii)
	Member Parties	12.10(a)
	Noncompete Term	9.01
	Officers	7.05(a)
	Process Agent	12.05(b)
	Regulatory Allocations	5.04(c)
	Reorganization	Recitals
	Reorganization Agreement	Recitals
	Restricted Person	9.01
	Revaluation	5.02(c)
	Withholding Advances	5.06(b)


 






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Section 1.02            
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, Sections and Schedules are to Articles, Sections and Schedules of this Agreement unless otherwise specified.
All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in
full herein. Any capitalized terms used in any Schedule but not otherwise defined therein, shall have the meaning as defined in this
Agreement. 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. The word
 “or” shall be disjunctive but not exclusive. “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. References to “law”, “laws”
or to a particular statute or law shall be deemed also to include any Applicable Law. As used in this Agreement, all references to “majority
in interest” and phrases of similar import shall be deemed to refer to such percentage or fraction of interest based on the Relative
Percentage Interests of the Members subject to such determination. Unless otherwise expressly provided herein, when any approval, consent
or other matter requires any action or approval of any group of Members, including any holders of any class of Units, such approval, consent
or other matter shall require the approval of a majority in interest of such group of Members. Except to the extent otherwise expressly
provided herein, all references to any Member shall be deemed to refer solely to such Person in its capacity as such Member and not in
any other capacity.


 


Article II



THE COMPANY


 


Section 2.01             Formation.
The Company was formed upon the filing of the certificate of formation of the Company with the Secretary of State of the State of
Delaware on January 21, 2010. The Managing Member or an “authorized person” within the meaning of the Delaware Act shall
file and record any amendments or restatements to the certificate of formation of the Company and such other certificates and
documents (and any amendments or restatements thereof) as may be required under the laws of the State of Delaware and of any other
jurisdiction in which the Company may conduct business. The authorized officer or representative shall, on request, provide any
Member with copies of each such document as filed and recorded. The Members hereby agree that the Company and its Subsidiaries shall
be governed by the terms and conditions of this Agreement and, except as provided herein, the Delaware Act.


 






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Section 2.02            
Name. The name of the Company shall be Alclear Holdings, LLC; provided that the Managing Member may change
the name of the Company to such other name as the Managing Member shall determine in its sole discretion, and shall have the authority
to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such
other acts and things, as may be required by Applicable Law or as, in the reasonable judgment of the Managing Member, may be necessary
or advisable to effect such change.


 


Section 2.03            
Term. The Company shall have perpetual existence unless sooner dissolved and its affairs wound up as provided in
Article XI.


 


Section 2.04            
Registered Agent and Registered Office. The name of the registered agent of the Company for service of process on
the Company in the State of Delaware shall be Corporation Service Company, and the address of such registered agent and the address of
the registered office of the Company in the State of Delaware shall be 2711 Centerville Road, Suite 400, Wilmington, New Castle County,
Delaware, 19808. Such office and such agent may be changed to such place within the State of Delaware and any successor registered agent,
respectively, as may be determined from time to time by the Managing Member in accordance with the Delaware Act.


 


Section 2.05            
Purposes. The primary business and purpose of the Company shall be to engage in such activities as are permitted
under the Delaware Act and determined from time to time by the Managing Member in accordance with the terms and conditions of this Agreement.


 


Section 2.06              Powers
of the Company. The Company shall have the power and authority to take any and all actions necessary, appropriate or advisable to
or for the furtherance of the purposes set forth in Section 2.05.


 


Section 2.07              Partnership
Tax Status. The Members intend that the Company shall be treated as a partnership for federal, state and local income tax purposes
to the extent such treatment is available, and agree to take (or refrain from taking) such actions as may be necessary to receive and
maintain such treatment and refrain from taking any actions inconsistent thereof.


 


Section 2.08            
Regulation of Internal Affairs. The internal affairs of the Company and the conduct of its business shall be regulated
by this Agreement, and to the extent not provided for herein, shall be determined by the Managing Member.


 






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Section 2.09            
Ownership of Property. Legal title to all Property, conveyed to, or held by the Company or its Subsidiaries shall
reside in the Company or its Subsidiaries and shall be conveyed only in the name of the Company or its Subsidiaries and no Member or
any other Person, individually, shall have any ownership of such Property.


 


Section 2.10            
Subsidiaries. The Company shall cause the business and affairs of each of the Subsidiaries to be managed by the Managing
Member in accordance with and in a manner consistent with this Agreement.


 


Article III



UNITS; MEMBERS; BOOKS AND RECORDS; REPORTS


 


Section 3.01             
Units; Admission of Members.


 


(a)              
Effective upon the Reorganization, pursuant to Section 2.1(b)(iii) of the Reorganization Agreement, (i) Clear
Secure has been admitted to the Company as the Managing Member and (ii) the Company has hereby reclassified all membership interests
of the Company outstanding as of immediately prior to the Form 8-A Effective Time into the number of Common Units, in the aggregate, set
forth on Schedule A (the “Member Schedule”). The Member Schedule shall be maintained by the Managing Member
on behalf of the Company in accordance with this Agreement and, upon any subsequent update to the Member Schedule, the Managing Member
shall promptly deliver a copy of such updated Member Schedule to each Member. When any Units or other Equity Securities of the Company
are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by
the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of additional or substitute Members and
the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional
Units shall be issued except as expressly provided herein.


 


(b)              
The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities
of any type, class or series and having the designations, preferences or special rights as may be determined the Managing Member. Such
Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve with respect to Persons
employed by or otherwise performing services for the Company or any of its Subsidiaries, other equity compensation agreements, options
or warrants. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement
shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, which shall be borne pro rata by
all Members based on their Common Units.


 


(c)               Unvested
Common Units shall be subject to the terms of the MIP, and the Managing Member shall have sole and absolute discretion to interpret
and administer the MIP and to adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Common
Units in accordance with this Agreement. Distributions shall not be made in respect of Unvested Common Units. Unvested Common Units
that fail to vest and are forfeited by the applicable Unvested Member shall be cancelled by the Company (and the corresponding
shares of Class C Common Stock or Class D Common Stock, as applicable, constituting the remainder of any Paired Interests in which
such Unvested Common Units were included shall be cancelled by Clear Secure, in each case for no consideration) and shall not be
entitled to any distributions pursuant to Section 5.03.


 






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Section 3.02            
Substitute Members and Additional Members.


 


(a)              
No Transferee of any Units or Person to whom any Units are issued pursuant to this Agreement shall be admitted as a Member
hereunder or acquire any rights hereunder, including any class voting rights or the right to receive distributions and allocations in
respect of the Transferred or issued Units, as applicable, unless (i) such Units are Transferred or issued in compliance with the
provisions of this Agreement (including Article VIII) and (ii) such Transferee or recipient shall have executed and delivered
to the Company such instruments as the Managing Member deems necessary or desirable, in its reasonable discretion, to effectuate the admission
of such Transferee or recipient as a Member and to confirm the agreement of such Transferee or recipient to be bound by all the terms
and provisions of this Agreement. Upon complying with the immediately preceding sentence, without the need for any further action of any
Person, a Transferee or recipient shall be deemed admitted to the Company as a Member. A Substitute Member shall enjoy the same rights,
and be subject to the same obligations, as the Transferor; provided that such Transferor shall not be relieved of any obligation
or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect
to the Units so Transferred. As promptly as practicable after the admission of any Person as a Member, the books and records of the Company
shall be changed to reflect such admission of a Substitute Member or Additional Member. In the event of any admission of a Substitute
Member or Additional Member pursuant to this Section 3.02(a), this Agreement shall be deemed amended to reflect such admission,
and any formal amendment of this Agreement (including the Member Schedule) in connection therewith shall only require execution by the
Company and such Substitute Member or Additional Member, as applicable, to be effective.


 


(b)              
If a Member shall Transfer all (but not less than all) its Units, the Member shall thereupon cease to be a Member of the
Company.


 


Section 3.03             
Tax and Accounting Information.


 


(a)              
Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically
set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for U.S.
federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of
the Company.


 






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(b)              
 Records and Accounting Maintained. The books and records of the Company shall be kept, and the financial position
and the results of its operations recorded, in all material respects in accordance with United States generally accepted accounting principles
as in effect from time to time (“GAAP”). The Fiscal Year of the Company shall be used for financial reporting and for
U.S. federal income tax purposes.


 


(c)              
Financial Reports.


 


(i)                
The books and records of the Company shall be audited as of the end of each Fiscal Year by the same accounting firm that
audits the books and records of Clear Secure (or, if such firm declines to perform such audit, by an accounting firm selected by the Managing
Member).


 


(ii)             
In the event neither Clear Secure nor the Company is required to file an annual report on Form 10-K or quarterly report
on Form 10-Q, the Company shall deliver, or cause to be delivered, the following to each Member:


 


(A)            
not later than ninety (90) days after the end of each fiscal year of the Company, a copy of the audited consolidated balance
sheet of the Company and its Subsidiaries as of the end of such fiscal year and the related statements of operations and cash flows for
such fiscal year, setting forth in each case in comparative form the figures for the previous year, all in reasonable detail; and


 


(B)             
not later than forty five (45) days or such later time as permitted under applicable securities law after the end of each
of the first three fiscal quarters of each fiscal year, the unaudited consolidated balance sheet of the Company and its Subsidiaries,
and the related statements of operations and cash flows for such quarter and for the period commencing on the first day of the fiscal
year and ending on the last day of such quarter.


 


(d)              
Tax Returns.


 


(i)                
The Company shall timely cause to be prepared by an accounting firm selected by the Managing Member all federal, state,
local and foreign tax returns (including information returns) of the Company and its Subsidiaries, which may be required by a jurisdiction
in which the Company and its Subsidiaries operate or conduct business for each year or period for which such returns are required to be
filed and shall cause such returns to be timely filed. Copies of the Company’s tax returns shall be kept at the Company’s
principal place of business or at such other place as the Partnership Representative shall determine and shall be available for inspection
by the Members or their duly authorized representatives during regular business hours; and


 


(ii)              The
Company shall furnish to each Member (a) as soon as practicable after the end of each Fiscal Year, all information concerning
the Company and its Subsidiaries required for the preparation of tax returns of such Members (or any beneficial owner(s) of such
Member), including a report (including Schedule K-1), indicating each Member’s share of the Company’s taxable
income, gain, credits, losses and deductions for such year, in sufficient detail to enable such Member to prepare its federal, state
and other tax returns, (b) as soon as reasonably possible after the close of the relevant fiscal period, but in no event later
than ten days prior to the date an estimated tax payment is due, such information concerning the Company as is required to enable
such Member (or any beneficial owner of such Member) to pay estimated taxes and (c) as soon as reasonably possible after a
request by such Member, such other information concerning the Company and its Subsidiaries that is reasonably requested by such
Member for compliance with its tax obligations (or the tax obligations of any beneficial owner(s) of such Member) or for tax
planning purposes.


 






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(e)              
Inconsistent Positions. No Member shall take a position on its income tax return with respect to any item of Company
income, gain, deduction, loss or credit that is different from the position taken on the Company’s income tax return with respect
to such item unless such Member notifies the Company of the different position the Member desires to take and the Company’s regular
tax advisors, after consulting with the Member, are unable to provide an opinion that (after taking into account all of the relevant facts
and circumstances) the arguments in favor of the Company’s position outweigh the arguments in favor of the Member’s position.


 


Section 3.04       
Books and Records. The Company shall keep full and accurate books of account and other records of the Company at
its principal place of business. No Member (other than the Managing Member) shall have any right to inspect the books and records of Clear
Secure, the Company or any of its Subsidiaries.


 


Article IV



CLEAR SECURE OWNERSHIP; RESTRICTIONS ON CLEAR SECURE STOCK


 


Section 4.01             
Clear Secure Ownership.


 


(a)               If
at any time Clear Secure issues a share of Class A Common Stock or Class B Common Stock or any other Equity Security of Clear Secure
entitled to any economic rights (including in the IPO) (an “Economic Clear Secure Security”) with regard thereto
(other than Class C Common Stock, Class D Common Stock or other Equity Security of Clear Secure not entitled to any economic rights
with respect thereto), (i) the Company shall issue to Clear Secure one Common Unit (if Clear Secure issues a share of Class A
Common Stock or Class B Common Stock) or such other Equity Security of the Company (if Clear Secure issues an Economic Clear Secure
Security other than Class A Common Stock or Class B Common Stock) corresponding to the Economic Clear Secure Security, and with
substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as
those of such Economic Clear Secure Security and (ii) the net proceeds received by Clear Secure with respect to the
corresponding Economic Clear Secure Security, if any, shall be concurrently contributed to the Company; provided, however,
that if Clear Secure issues any Economic Clear Secure Securities, some or all of the net proceeds of which are to be used to fund
expenses or other obligations of Clear Secure for which Clear Secure would be permitted a distribution pursuant to Section 5.03(c),
then Clear Secure shall not be required to transfer such net proceeds to the Company which are used or will be used to fund such
expenses or obligations, and provided, further, that if Clear Secure issues any shares of Class A Common Stock or
Class B Common Stock in order to purchase or fund the purchase from a Non-Clear Secure Member of a number of Common Units (and
shares of Class C Common Stock or Class D Common Stock, as applicable) or to purchase or fund the purchase of shares of Class A
Common Stock or Class B Common Stock, in each case equal to the number of shares of Class A Common Stock or Class B Common Stock
issued, then the Company shall not issue any new Common Units in connection therewith and Clear Secure shall not be required to
transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred to such Non-Clear
Secure Member as consideration for such purchase).


 






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(b)              
Notwithstanding Section 4.01(a), this Article IV shall not apply (i) to the issuance and distribution
to holders of shares of Clear Secure Common Stock of rights to purchase Equity Securities of Clear Secure under a “poison pill”
or similar shareholders rights plan (it being understood that upon exchange of Paired Interests for Class A Common Stock or Class B Common
Stock, as the case may be, pursuant to the Exchange Agreement, such Class A Common Stock or Class B Common Stock, as the case may be,
will be issued together with a corresponding right) or (ii) to the issuance under the Clear Secure Equity Plan or Clear Secure’s
other employee benefit plans of any warrants, options or other rights to acquire Equity Securities of Clear Secure or rights or property
that may be converted into or settled in Equity Securities of Clear Secure, but shall in each of the foregoing cases apply to the issuance
of Equity Securities of Clear Secure in connection with the exercise or settlement of such rights, warrants, options or other rights or
property.


 


Section 4.02             
Restrictions on Clear Secure Common Stock.


 


(a)              
Except as otherwise determined by the Managing Member in accordance with Section 4.02(d), (i) the Company
may not issue any additional Common Units to Clear Secure or any of its Subsidiaries unless substantially simultaneously therewith Clear
Secure or such Subsidiary issues or sells an equal number of shares of Class A Common Stock or Class B Common Stock to another Person
and (ii) the Company may not issue any other Equity Securities of the Company to Clear Secure or any of its Subsidiaries unless substantially
simultaneously, Clear Secure or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series
of Equity Securities of Clear Secure or such Subsidiary with substantially the same rights to dividends and distributions (including distributions
upon liquidation) and other economic rights as those of such Equity Securities of the Company.


 






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(b)               Except
as otherwise determined by the Managing Member in accordance with Section 4.02(d), (i) Clear Secure or any of its
Subsidiaries may not redeem, repurchase or otherwise acquire any shares of Class A Common Stock or Class B Common Stock unless
substantially simultaneously the Company redeems, repurchases or otherwise acquires from Clear Secure an equal number of Units for
the same price per security (or, if Clear Secure uses funds received from distributions from the Company or the net proceeds from an
issuance of Class A Common Stock or Class B Common Stock to fund such redemption, repurchase or acquisition, then the Company shall
cancel an equal number of Units for no consideration) and (ii) Clear Secure or any of its Subsidiaries may not redeem or
repurchase any other Equity Securities of Clear Secure unless substantially simultaneously, the Company redeems or repurchases from
Clear Secure an equal number of Equity Securities of the Company of a corresponding class or series with substantially the same
rights to dividends and distributions (including distributions upon liquidation) or other economic rights as those of such Equity
Securities of Clear Secure for the same price per security (or, if Clear Secure uses funds received from distributions from the
Company or the net proceeds from an issuance of Equity Securities other than Class A Common Stock or Class B Common Stock to fund
such redemption, repurchase or acquisition, then the Company shall cancel an equal number of its corresponding Equity Securities for
no consideration). Except as otherwise determined by the Managing Member in accordance with Section 4.02(d):
(x) the Company may not redeem, repurchase or otherwise acquire Common Units from Clear Secure or any of its Subsidiaries
unless substantially simultaneously Clear Secure or such Subsidiary redeems, repurchases or otherwise acquires an equal number of
Class A Common Stock or Class B Common Stock for the same price per security from holders thereof (except that if the Company
cancels Common Units for no consideration as described in Section 4.02(b)(i), then the price per security need not be
the same) and (y) the Company may not redeem, repurchase or otherwise acquire any other Equity Securities of the Company from
Clear Secure or any of its Subsidiaries unless substantially simultaneously Clear Secure or such Subsidiary redeems, repurchases or
otherwise acquires for the same price per security an equal number of Equity Securities of Clear Secure of a corresponding class or
series with substantially the same rights to dividends and distributions (including dividends and distributions upon liquidation)
and other economic rights as those of such Equity Securities of Clear Secure (except that if the Company cancels Equity Securities
for no consideration as described in Section 4.02(b)(ii), then the price per security need not be the same).
Notwithstanding the immediately preceding sentence, to the extent that any consideration payable to Clear Secure in connection with
the redemption or repurchase of any shares or other Equity Securities of Clear Secure or any of its Subsidiaries consists (in whole
or in part) of shares or such other Equity Securities (including, for the avoidance of doubt, in connection with the cashless
exercise of an option or warrant), then redemption or repurchase of the corresponding Common Units or other Equity Securities of the
Company shall be effectuated in an equivalent manner (except if the Company cancels Common Units or other Equity Securities for no
consideration as described in this Section 4.02(b)).


 


(c)               The
Company shall not in any manner effect any subdivision (by any stock or unit split, stock or unit dividend or distribution,
reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification,
reorganization, recapitalization or otherwise) of the outstanding Common Units unless accompanied by a substantively identical
subdivision or combination, as applicable, of the outstanding Clear Secure Common Stock, with corresponding changes made with
respect to any other exchangeable or convertible securities. Clear Secure shall not in any manner effect any subdivision (by any
stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or
combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the outstanding
Clear Secure Common Stock unless accompanied by a substantively identical subdivision or combination, as applicable, of the
outstanding Common Units, with corresponding changes made with respect to any other exchangeable or convertible securities.


 






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(d)              
Notwithstanding anything to the contrary in this Article IV:


 


(i)                
if at any time the Managing Member shall determine that any debt instrument of Clear Secure, the Company or its Subsidiaries
shall not permit Clear Secure or the Company to comply with the provisions of Section 4.02(a) or Section 4.02(b)
in connection with the issuance, redemption or repurchase of any shares of Class A Common Stock or Class B Common Stock or other Equity
Securities of Clear Secure or any of its Subsidiaries or any Units or other Equity Securities of the Company, then the Managing Member
may in good faith implement an economically equivalent alternative arrangement without complying with such provisions;


 


(ii)             
if (x) Clear Secure incurs any indebtedness and desires to transfer the proceeds of such indebtedness to the Company
and (y) Clear Secure is unable to lend the proceeds of such indebtedness to the Company on an equivalent basis because of restrictions
in any debt instrument of Clear Secure, the Company or its Subsidiaries, then notwithstanding Section 4.02(a) or Section 4.02(b),
the Managing Member may in good faith implement an economically equivalent alternative arrangement in connection with the transfer of
proceeds to the Company using non-participating preferred Equity Securities of the Company without complying with such provisions; and


 


(iii)           
If Clear Secure receives a distribution pursuant to Section 5.03 and Clear Secure subsequently contributes any
of the amounts received to the Company, the Managing Member may take any reasonable action to properly reflect the changes in the Members’
economic interests in the Company including by making appropriate adjustments to the number of Common Units held by the Members other
than Clear Secure in order to proportionally reduce the respective Percentage Interests held by the Members other than Clear Secure.


 


(e)               In
the event any adjustment pursuant to this Agreement in the number of Common Units held by a Member results (x) in a decrease in the
number of Common Units held by a Member that constitute a portion of a Paired Interest, concurrently with such decrease, such Member
shall surrender the number of shares of Class C Common Stock or Class D Common Stock, as the case may be, constituting the remainder
of such Paired Interest (which, as of the date hereof, would be one share of Class C Common Stock or Class D Common Stock, as the
case may be) to Clear Secure or (y) in an increase in the number of Common Units held by a Member that constitute a portion of a
Paired Interest, concurrently with such increase, Clear Secure shall issue the number of shares of Class C Common Stock or Class D
Common Stock, as the case may be, constituting the remainder of such Paired Interest (which, as of the date hereof, would be one
share of Class C Common Stock or Class D Common Stock, as the case may be) to such Member.


 






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Article V



CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;

DISTRIBUTIONS; ALLOCATIONS


 


Section 5.01            
Capital Contributions.


 


(a)              
From and after the date hereof, no Member shall have any obligation to the Company, to any other Member or to any creditor
of the Company to make any further Capital Contribution, except as expressly provided in Section 4.01(a).


 


(b)              
Except as expressly provided herein, no Member, in its capacity as a Member, shall have the right to receive any cash or
any other property of the Company.


 


Section 5.02            
Capital Accounts.


 


(a)              
Maintenance of Capital Accounts. The Company shall maintain a Capital Account for each Member on the books of the
Company in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) and, to the extent consistent with
such provisions, the following provisions:


 


(i)                
Each Member listed on the Member Schedule shall be credited with the Reorganization Date Capital Account Balance set
forth on the Member Schedule. The Member Schedule shall be amended by the Managing Member after the closing of the IPO and from time
to time to reflect adjustments to the Members’ Capital Accounts made in accordance with Sections 5.02(a)(ii), 5.02(a)(iii),
5.02(a)(iv), 5.02(c) or otherwise.


 


(ii)             
To each Member’s Capital Account there shall be credited: (A) such Member’s Capital Contributions, (B) such
Member’s distributive share of Net Income and any item in the nature of income or gain that is allocated pursuant to Section 5.04
and (C) the amount of any Company liabilities assumed by such Member or that are secured by any Property distributed to such Member.


 


(iii)           
To each Member’s Capital Account there shall be debited: (A) the amount of money and the Carrying Value of any
Property distributed to such Member pursuant to any provision of this Agreement, (B) such Member’s distributive share of Net
Loss and any items in the nature of expenses or losses that are allocated to such Member pursuant to Section 5.04 and (C) the
amount of any liabilities of such Member assumed by the Company or that are secured by any Property contributed by such Member to the
Company.


 


(iv)            
 In determining the amount of any liability for purposes of subparagraphs (ii) and (iii) above there shall be
taken into account Section 752(c) of the Code and any other applicable provisions of the Code and the Treasury Regulations.


 






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The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be
interpreted and applied in a manner consistent with such Treasury Regulations. In the event that the Managing Member shall reasonably
determine that it is prudent to modify the manner in which the Capital Accounts or any debits or credits thereto are maintained (including
debits or credits relating to liabilities that are secured by contributed or distributed Property or that are assumed by the Company or
the Members), the Managing Member may make such modification so long as such modification will not have any effect on the amounts distributed
to any Person pursuant to Article XI upon the dissolution of the Company. The Managing Member also shall (i) make any
adjustments that are necessary or appropriate to maintain equality between Capital Accounts of the Members and the amount of capital reflected
on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)
and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply
with Treasury Regulations Section 1.704-1(b).


 


(b)              
Succession to Capital Accounts. In the event any Person becomes a Substitute Member in accordance with the provisions
of this Agreement, such Substitute Member shall succeed to the Capital Account of the former Member to the extent such Capital Account
relates to the Transferred Units.


 


(c)              
Adjustments of Capital Accounts. The Company shall revalue the Capital Accounts of the Members in accordance with
Treasury Regulations Section 1.704-1(b)(2)(iv)(f) (a “Revaluation”) at the following times: (i) immediately
prior to the contribution of more than a de minimis amount of money or other property to the Company by a new or existing Member
as consideration for one or more Units; (ii) the distribution by the Company to a Member of more than a de minimis amount
of property in respect of one or more Units; (iii) the issuance by the Company of more than a de minimis amount of Units as
consideration for the provision of services to or for the benefit of the Company (as described in Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5)(iii));
and (iv) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); provided,
however, that adjustments pursuant to clauses (i), (ii) and (iii) above shall be made only if the Managing Member
reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interest of the Members.


 


(d)               No
Member shall be entitled to withdraw capital or receive distributions except as specifically provided herein. A Member shall have no
obligation to the Company, to any other Member or to any creditor of the Company to restore any negative balance in the Capital
Account of such Member. Except as expressly provided elsewhere herein, no interest shall be paid on the balance in any
Member’s Capital Account.


 






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(e)              
Whenever it is necessary for purposes of this Agreement to determine a Member’s Capital Account on a per Unit basis,
such amount shall be determined by dividing the Capital Account of such Member attributable to the applicable class of Units held of record
by such Member by the number of Units of such class held of record by such Member.


 


Section 5.03             
Amounts and Priority of Distributions.


 


(a)              
Distributions Generally. Except as otherwise provided in Section 11.02, distributions shall be made to
the Members as set forth in this Section 5.03, at such times and in such amounts as the Managing Member, in its sole discretion,
shall determine.


 


(b)              
Distributions to the Members. Subject to Section 5.03(e), at such times and in such amounts as the Managing
Member, in its sole discretion, shall determine, distributions shall be made to the Members in proportion to their respective Percentage
Interests.


 


(c)               Clear
Secure Distributions. Notwithstanding the provisions of Section 5.03(b), the Managing Member, in its sole
discretion, may authorize that (i) cash be paid to Clear Secure (which payment shall be made without pro rata distributions to
the other Members) in exchange for the redemption, repurchase or other acquisition of Units held by Clear Secure to the extent that
such cash payment is used to redeem, repurchase or otherwise acquire an equal number of shares of Class A Common Stock or Class B
Common Stock in accordance with Section 4.02(b) and (ii) to the extent that the Managing Member determines that
expenses or other obligations of Clear Secure are related to its role as the Managing Member or the business and affairs of Clear
Secure that are conducted through the Company or any of the Company’s direct or indirect Subsidiaries, cash (and, for the
avoidance of doubt, only cash) distributions may be made to Clear Secure (which distributions shall be made without pro rata
distributions to the other Members) in amounts required for Clear Secure to pay (w) operating, administrative and other similar
costs incurred by Clear Secure, including payments in respect of Indebtedness and preferred stock, to the extent the proceeds are
used or will be used by Clear Secure to pay expenses or other obligations described in this clause (ii) (in either case only to
the extent economically equivalent Indebtedness or Equity Securities of the Company were not issued to Clear Secure), payments
representing interest with respect to payments not made when due under the terms of the Tax Receivable Agreement and payments
pursuant to any legal, tax, accounting and other professional fees and expenses (but, for the avoidance of doubt, excluding any tax
liabilities of Clear Secure), (x) any judgments, settlements, penalties, fines or other costs and expenses in respect of any
claims against, or any litigation or proceedings involving, Clear Secure, (y) fees and expenses (including any underwriting
discounts and commissions) related to any securities offering, investment or acquisition transaction (whether or not successful)
authorized by the board of directors of Clear Secure and (z) other fees and expenses in connection with the maintenance of the
existence of Clear Secure (including any costs or expenses associated with being a public company listed on a national securities
exchange). For the avoidance of doubt, distributions made under this Section 5.03(c) may not be used to pay or
facilitate dividends or distributions on the Clear Secure Common Stock and must be used solely for one of the express purposes set
forth under clause (i) or (ii) of the immediately preceding sentence.


 






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(d)              
Distributions in Kind. Any distributions in kind shall be made at such times and in such amounts as the Managing
Member, in its sole discretion, shall determine based on their fair market value as determined by the Managing Member in the same proportions
as if distributed in accordance with Section 5.03(b), with all Members participating in proportion to their respective Percentage
Interests. If cash and property are to be distributed in kind simultaneously, the Company shall distribute such cash and property in kind
in the same proportion to each Member. For the purposes of this Section 5.03(d), if any such distribution in kind includes
securities, distributions to the Members shall be deemed proportionate notwithstanding that the securities distributed to holders of Common
Units that are included in Paired Interests with shares of Class D Common Stock have not more than twenty times the voting power of any
securities distributed to holders of Common Units that are included in Paired Interests with shares of Class C Common Stock, so long as
such securities issued to the holders of Common Units that are included in Paired Interests with shares of Class D Common stock remain
subject to automatic conversion on terms no more favorable to such holders than those set forth in Article IV, Section G of the certificate
of incorporation of Clear Secure.


 


(e)              
Tax Distributions.


 


(i)                
Notwithstanding any other provision of this Section 5.03 to the contrary, to the extent permitted by Applicable
Law and consistent with the Company’s obligations to its creditors as reasonably determined by the Managing Member, the Company
shall make cash distributions by wire transfer of immediately available funds pursuant to this Section 5.03(e)(i) to the Members
with respect to their Units in proportion to their respective Percentage Interests at least two Business Days prior to the date on which
any U.S. federal corporate estimated tax payments are due, in an amount equal to such Member’s Tax Distribution Amount, if any;
provided that the Managing Member shall have no liability to any Member in connection with any underpayment of estimated taxes,
so long as cash distributions are made in accordance with this Section 5.03(e)(i) and the Tax Distribution Amounts are
determined as provided in paragraph (i) of the definition of Tax Distribution Amount.


 


(ii)              On
any date that the Company makes a distribution to the Members with respect to their Units under a provision of Section 5.03 other
than this Section 5.03(e), if the Tax Distribution Amount is greater than zero, the Company shall designate all or a
portion of such distribution as a Tax Distribution with respect to a Member’s Units to the extent of the Tax Distribution
Amount with respect to such Member’s Units as of such date (but not to exceed the amount of such distribution). For the
avoidance of doubt, such designation shall be performed with respect to all Members with respect to which there is a Tax
Distribution Amount as of such date.


 






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(iii)           
Notwithstanding any other provision of this Section 5.03 to the contrary, if the Tax Distribution Amount for
such Fiscal Year is greater than zero, to the extent permitted by Applicable Law and consistent with the Company’s obligations to
its creditors as reasonably determined by the Managing Member, the Company shall make additional distributions under this Section 5.03(e)(iii)
to the extent of such Tax Distribution Amount for such Fiscal Year as soon as reasonably practicable after the end of such Fiscal Year
(or as soon as reasonably practicable after any event that subsequently adjusts the taxable income of such Fiscal Year).


 


(iv)            
Under no circumstances shall Tax Distributions reduce the amount otherwise distributable to any Member pursuant to this
Section 5.03 (other than this Section 5.03(e)) after taking into account the effect of Tax Distributions on the
amount of cash or other assets available for distribution by the Company.


 


(f)               
Pre-IPO Tax Distribution. Notwithstanding Section 5.03(b), before any other distributions are distributed
to the Members by the Company, unless already made prior to the date hereof, the Company shall distribute to certain Members and former
Members an amount of cash sufficient to fund tax obligations of such Members and former Members for periods prior to the date hereof.


 


(g)              
Assignment. The Founder Post-IPO Members shall have the right to assign to any Transferee of Common Units, pursuant
to a Transfer made in compliance with this Agreement, the right to receive any portion of the amounts distributable or otherwise payable
to such Member pursuant to Section 5.03(b).


 


Section 5.04            
Allocations.


 


(a)              
Net Income and Net Loss. Except as otherwise provided in this Agreement, and after giving effect to the special allocations
set forth in Section 5.04(b), Section 5.04(c) and Section 5.04(d), Net Income and Net Loss (and, to
the extent necessary, individual items of income, gain, loss, deduction or credit) of the Company shall be allocated among the Capital
Accounts of the Members pro rata in accordance with their respective Percentage Interests. Notwithstanding the foregoing, the Managing
Member shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations
are made in accordance with a Member’s interest in the Company.


 


(b)              
Special Allocations. The following special allocations shall be made in the following order:


 


(i)                 Minimum
Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other
provision of this Article V, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member
shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in
an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury
Regulations Section 1.704-2(g). Allocations pursuant to the immediately preceding sentence shall be made in proportion to the
respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in
accordance with Treasury Regulations Section 1.704-2(f)(6) and 1.704-2(j)(2). This Section 5.04(b)(i) is intended
to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted
consistently therewith.


 






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(ii)             
Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4),
notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain
attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain
attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall
be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount
equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse
Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence
shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated
shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii)
is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be
interpreted consistently therewith.


 


(iii)           
Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions
described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6),
items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent
required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided that
an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Member would have an
Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as
if this Section 5.04(b)(iii) were not in the Agreement.


 


(iv)            
Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Members in
a manner determined by the Managing Member consistent with Treasury Regulations Sections 1.704-2(b) and 1.704-2(c).


 






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(v)              
 Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated
to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions
are attributable in accordance with Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(j)(1).


 


(vi)            
Section 754 Adjustments. (A) To the extent an adjustment to the adjusted tax basis of any Company asset
pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4),
to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest
in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of such asset)
or loss (if the adjustment decreases the basis of such asset) from the disposition of the asset and shall be taken into account for purposes
of computing Net Income and Net Loss, and further (B) to the extent an adjustment to the adjusted tax basis of any Company asset
pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2)
or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution
to a Member in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to Capital Accounts
shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis)
and such gain or loss shall be specially allocated to such Members in accordance with their interests in the Company in the event Treasury
Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury
Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.


 


(c)              
Curative Allocations. The allocations set forth in Section 5.04(b)(i) through Section 5.04(b)(vi)
and Section 5.04(d) (the “Regulatory Allocations”) are intended to comply with certain requirements of
the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either
with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this
Section 5.04(c). Therefore, notwithstanding any other provision of this Article V (other than the Regulatory Allocations),
the Managing Member shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines
appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible,
equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company
items were allocated pursuant to Section 5.04.


 


(d)               Loss
Limitation. Net Loss (or individual items of loss or deduction) allocated pursuant to Section 5.04 hereof shall not
exceed the maximum amount of Net Loss (or individual items of loss or deduction) that can be allocated without causing any Member to
have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have
Adjusted Capital Account Deficits as a consequence of an allocation of Net Loss (or individual items of loss or deduction) pursuant
to Section 5.04 hereof, the limitation set forth in this Section 5.04(d) shall be applied on a Member by
Member basis and Net Loss (or individual items of loss or deduction) not allocable to any Member as a result of such limitation
shall be allocated to the other Members in accordance with the positive balances in such Member’s Capital Accounts so as to
allocate the maximum permissible Net Loss to each Member under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). Any
reallocation of Net Loss pursuant to this Section 5.04(d) shall be subject to chargeback pursuant to the curative
allocation provision of Section 5.04(c).


 






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Section 5.05            
Other Allocation Rules.


 


(a)              
Interim Allocations Due to Percentage Adjustment. If a Percentage Interest is the subject of a Transfer or the Members’
interests in the Company change pursuant to the terms of the Agreement during any Fiscal Year, the amount of Net Income and Net Loss (or
items thereof) to be allocated to the Members for such entire Fiscal Year shall be allocated to the portion of such Fiscal Year which
precedes the date of such Transfer or change (and if there shall have been a prior Transfer or change in such Fiscal Year, which commences
on the date of such prior Transfer or change) and to the portion of such Fiscal Year which occurs on and after the date of such Transfer
or change (and if there shall be a subsequent Transfer or change in such Fiscal Year, which precedes the date of such subsequent Transfer
or change), in accordance with a pro rata allocation unless the Managing Member elects to use an interim closing of the books, and the
amounts of the items so allocated to each such portion shall be credited or charged to the Members in accordance with Section 5.04
as in effect during each such portion of the Fiscal Year in question. Such allocation shall be in accordance with Section 706 of
the Code and the regulations thereunder and made without regard to the date, amount or receipt of any distributions that may have been
made with respect to the transferred Percentage Interest to the extent consistent with Section 706 of the Code and the regulations
thereunder. As of the date of such Transfer, the Transferee shall succeed to the Capital Account of the Transferor with respect to the
transferred Units.


 


(b)               Tax
Allocations: Code Section 704(c). For U.S. federal, state and local income tax purposes, items of income, gain, loss,
deduction and credit shall be allocated to the Partners in accordance with the allocations of the corresponding items for Capital
Account purposes under Section 5.04, except that in accordance with Section 704(c) of the Code and the Treasury
Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company and
with respect to reverse Code Section 704(c) allocations described in Treasury Regulations 1.704-3(a)(6) shall, solely for tax
purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the
Company for U.S. federal income tax purposes and its initial Carrying Value or its Carrying Value determined pursuant to Treasury
Regulation 1.704-1(b)(2)(iv)(f) (computed in accordance with the definition of Carrying Value) using the traditional allocation
method under Treasury Regulation 1.704-3(b). Any elections or other decisions relating to such allocations shall be made by the
Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.05(b),
Section 704(c) of the Code (and the principles thereof), and Treasury Regulation 1.704-1(b)(4)(i) are solely for
purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any
Member’s Capital Account or share of Net Income, Net Loss, other items, or distributions pursuant to any provision of this
Agreement.


 






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(c)              
Modification of Allocations. The allocations set forth in Section 5.04 and Section 5.05 are
intended to comply with certain requirements of the Treasury Regulations. Notwithstanding the other provisions of this Article V,
the Managing Member shall be authorized to make, in its reasonable discretion, appropriate amendments to the allocations of Net Income
and Net Loss (and to individual items of income, gain, loss, deduction and credit) pursuant to this Agreement (i) in order to comply with
Section 704 of the Code or applicable Treasury Regulations, (ii) to allocate properly Net Income and Net Loss (and individual items of
income, gain, loss, deduction and credit) to those Members that bear the economic burden or benefit associated therewith and (iii) to
cause the Members to achieve the objectives underlying this Agreement as reasonably determined by the Managing Member


 


Section 5.06             
Tax Withholding; Withholding Advances.


 


(a)              
Tax Withholding.


 


(i)                
If requested by the Managing Member, each Member shall, if able to do so, deliver to the Managing Member: (A) an
affidavit in form satisfactory to the Company that the applicable Member (or its partners, as the case may be) is not subject to withholding
under the provisions of any Applicable Law; (B) any certificate that the Company
may reasonably request with respect to any such laws; or (C) any other form or
instrument reasonably requested by the Company relating to any Member’s status under such law. In the event that a Member fails
or is unable to deliver to the Company an affidavit described in subclause (A) of this clause (i), the Company may withhold
amounts from such Member in accordance with Section 5.06(b).


 


(ii)             
After receipt of a written request of any Member, the Company shall provide such information to such Member and take such
other action as may be reasonably necessary to assist such Member in making any necessary filings, applications or elections to obtain
any available exemption from, or any available refund of, any withholding imposed by any foreign taxing authority with respect to amounts
distributable or items of income allocable to such Member hereunder to the extent not adverse to the Company or any Member. In addition,
the Company shall, at the request of any Member, make or cause to be made (or cause the Company to make) any such filings, applications
or elections; provided that any such requesting Member shall cooperate with the Company, with respect to any such filing, application
or election to the extent reasonably determined by the Company and that any filing fees, taxes or other out-of-pocket expenses reasonably
incurred and related thereto shall be paid and borne by such requesting Member or, if there is more than one requesting Member, by such
requesting Members in accordance with their Relative Percentage Interests.


 






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(b)              
Withholding Advances. To the extent the Company is required by Applicable Law to withhold or to make tax payments
on behalf of or with respect to any Member (e.g., backup withholding) (“Withholding Advances”), the Company may withhold
such amounts and make such tax payments as so required.


 


(c)              
Repayment of Withholding Advances. All Withholding Advances made on behalf of a Member, plus interest thereon at
a rate equal to the Prime Rate as of the date of such Withholding Advances plus 2.0% per annum, shall (i) be
paid on demand by the Member on whose behalf such Withholding Advances were made (it being understood that no such payment shall increase
such Member’s Capital Account), or (ii) with the consent of the Managing
Member and the affected Member be repaid by reducing the amount of the current or next succeeding distribution or distributions that
would otherwise have been made to such Member or, if such distributions are not sufficient for that purpose, by so reducing the proceeds
of liquidation otherwise payable to such Member. Whenever repayment of a Withholding Advance by a Member is made as described in clause (ii) of
this Section 5.06(c), for all other purposes of this Agreement such Member shall be treated as having received all distributions
(whether before or upon any Dissolution Event) unreduced by the amount of such Withholding Advance and interest thereon.


 


(d)              
Withholding Advances — Reimbursement of Liabilities. Each Member hereby agrees to reimburse the Company for
any liability with respect to Withholding Advances (including interest thereon) required or made on behalf of or with respect to such
Member (including penalties imposed with respect thereto).


 


Article VI


 


CERTAIN
TAX MATTERS


 


Section 6.01      Partnership Representative.


 


(a)               The
 “Partnership Representative” (as such term is defined under Partnership Audit Provisions) of the Company shall be
selected by the Managing Member with the initial Partnership Representative being Clear Secure. The Partnership Representative may
retain, at the  Company’s expense, such outside counsel, accountants and other professional consultants as it may
reasonably deem necessary in the course of fulfilling its obligations as the Partnership Representative. The Partnership
Representative is authorized to take, and shall determine in its sole discretion whether or not the Company will take, such actions
and execute and file all statements and forms on behalf of the Company that are approved by the Managing Member and are permitted or
required by the applicable provisions of the Partnership Audit Provisions (including a “push-out” election under Section
6226 of the Code or any analogous election under state or local tax Law). Each Member agrees to cooperate with the Partnership
Representative and to use commercially reasonable efforts to do or refrain from doing any or all things requested by the Partnership
Representative (including paying any and all resulting taxes, additions to tax, penalties and interest in a timely fashion) in
connection with  any examination of the Company’s affairs by any federal, state, or local tax authorities, including
resulting administrative and judicial proceedings. 


 






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(b)              
In the event that the Partnership Representative has not caused the Company to make a “push-out” election pursuant
to Section 6226 of the Partnership Audit Provisions, then any “imputed underpayment” (as determined in accordance with Section
6225 of the Partnership Audit Provisions) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned
among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined
by the Partnership Representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed
underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment
Amount”) are borne by the Members based upon their Percentage Interests in the Company for the reviewed year. Imputed Underpayment
Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit Provisions paid (or payable)
by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect
interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears
the economic burden of such amounts, whether by Applicable Law or contract. 


 


(c)              
Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s
share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with Section 6.01(b)
with respect to an audited or reviewed taxable year for which such Member was a partner in the Company. Any obligation of a Member pursuant
to this Section 6.01(c) shall be implemented through adjustments to distributions otherwise payable to such Member as determined
in accordance with Section 5.03; provided, however, that, at the written request of the Partnership Representative, each
Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid
by the Company; provided, further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit
Provisions, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution
of such Member or former Member. Any amount withheld from distributions pursuant to this Section 6.01(c) shall be treated
as an amount distributed to such Member or former Member for all purposes under this Agreement. For the avoidance of doubt, the obligations
of a Member set forth in this Section 6.01(c) shall survive the withdrawal of a Member from the Company or any Transfer of
a Member’s interest.


 


Section 6.02      Section 754 Election. The Company has previously made or will make a timely election under Section 754
of the Code (and a corresponding election under state and local law) effective starting with the taxable year ended December 31,
2020, and the Managing Member shall not take any action to revoke such election.


 






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Article VII


 


MANAGEMENT
OF THE COMPANY


 


Section 7.01      Management by the Managing Member. Except as otherwise specifically set forth in this Agreement, the Managing Member
shall be deemed to be a “manager” for purposes of applying the Delaware Act. Except as expressly provided in this Agreement
or the Delaware Act, the day-to-day business and affairs of the Company and its Subsidiaries shall be managed, operated and controlled
by the Managing Member in accordance with the terms of this Agreement and no other Members shall have management authority or rights over
the Company or its Subsidiaries. The Managing Member is, to the extent of its rights and powers set forth in this Agreement, an agent
of the Company for the purpose of the Company’s and its Subsidiaries’ business, and the actions of the Managing Member taken
in accordance with such rights and powers, shall bind the Company (and no other Members shall have such right). Except as expressly provided
in this Agreement, the Managing Member shall have all necessary powers to carry out the purposes, business, and objectives of the Company
and its Subsidiaries. The Managing Member may delegate to Members, employees, officers or agents of the Company or any Subsidiary in its
discretion the authority to sign agreements and other documents on behalf of the Company or any Subsidiary.


 


Section 7.02       
Withdrawal of the Managing Member. Clear Secure may withdraw as the Managing
Member and appoint as its successor at any time upon written notice to the Company (i) any wholly-owned Subsidiary of Clear Secure,
(ii) any Person of which Clear Secure is a wholly-owned Subsidiary, (iii) any Person into which Clear Secure is merged or consolidated
or (iv) any transferee of all or substantially all of the assets of Clear Secure, which withdrawal and replacement shall be effective
upon the delivery of such notice. No appointment of a Person other than Clear Secure (or its successor, as applicable) as Managing Member
shall be effective unless Clear Secure (or its successor, as applicable) and the new Managing Member (as applicable) provide all other
Members with contractual rights, directly enforceable by such other Members against the new Managing Member, to cause the new Managing
Member to comply with all the Managing Member’s obligations under this Agreement and the Exchange Agreement.


 


Section 7.03      Decisions by the Members.


 


(a)              
Other than the Managing Member, the Members shall take no part in the management of the Company’s business, shall
transact no business for the Company and shall have no power to act for or to bind the Company; provided, however, that
the Company may engage any Member or principal, partner, member, shareholder or interest holder thereof as an employee, independent contractor
or consultant to the Company, in which event the duties and liabilities of such individual or firm with respect to the Company as an employee,
independent contractor or consultant shall be governed by the terms of such engagement with the Company.


 






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(b)              
Except as expressly provided herein, neither the Members nor any class of Members shall have the power or authority to
vote, approve or consent to any matter or action taken by the Company. Except as otherwise provided herein, any proposed matter or action
subject to the vote, approval or consent of the Members or any class of Members shall require the approval of (i) a majority in interest
of the Members or such class of Members, as the case may be (by (x) resolution at a duly convened meeting of the Members or such
class of Members, as the case may be, or (y) written consent of the Members or such class of Members, as the case may be) and (ii) except
with respect to any approval or other rights expressly granted to the Founder Post-IPO Members, the Managing Member. Except as expressly
provided herein, all Members shall vote together as a single class on any matter subject to the vote, approval or consent of the Members
(but not, for the avoidance of doubt, any vote, approval or consent of any class of Members). In the case of any such approval, a majority
in interest of the Members or any class of Members, as the case may be, may call a meeting of the Members or such class of Members at
such time and place or by means of telephone or other communications facility that permits all persons participating in such meeting to
hear and speak to each other for the purpose of a vote thereon. Notice of any such meeting shall be required, which notice shall include
a brief description of the action or actions to be considered by the Members or such class of Members, as the case may be. Unless waived
by any such Member in writing, notice of any such meeting shall be given to each Member or Member of such class, as the case may be, at
least four (4) days prior thereto. Attendance or participation of a Member at a meeting shall constitute a waiver of notice of such meeting,
except when such Member attends or participates in the meeting for the express purpose of objecting at the beginning thereof to the transaction
of any business because the meeting is not properly called or convened. Any action required or permitted to be taken at any meeting of
the Members may be taken without a meeting, if a consent in writing, setting forth the actions so taken, shall be signed by Members sufficient
to approve such action pursuant to this Section 7.03(b). A copy of any such consent in writing will be provided to the Members
promptly thereafter.


 


Section 7.04     
Fiduciary Duties.


 


(a)               (i) The
Managing Member shall, in its capacity as Managing Member, and not in any other capacity, have the same fiduciary duties to the
Company and the Members as a member of the board of directors of a Delaware corporation (assuming such corporation had in its
certificate of incorporation a provision eliminating the liabilities of directors and officers to the maximum extent permitted by
Section 102(b)(7) of the DGCL); (ii) any member of the Board of Directors of Clear Secure that is an officer of Clear
Secure or the Company shall, in its capacity as director, and not in any other capacity, have the same fiduciary duties to Clear
Secure as a member of the board of directors of a Delaware corporation (assuming such corporation had in its certificate of
incorporation a provision eliminating the liabilities of directors and officers to the maximum extent permitted by
Section 102(b)(7) of the DGCL); and (iii) each Officer and each officer of Clear Secure shall, in their capacity as such,
and not in any other capacity, have the same fiduciary duties to the Company and the Members (in the case of any Officer) or Clear
Secure (in the case of any officer of Clear Secure) as an officer of a Delaware corporation (assuming such corporation had in its
certificate of incorporation a provision eliminating the liabilities of directors and officers to the maximum extent permitted by
Section 102(b)(7) of the DGCL). For the avoidance of doubt, the fiduciary duties described in clause (i) above shall not
be limited by the fact that the Managing Member shall be permitted to take certain actions in its sole or reasonable discretion
pursuant to the terms of this Agreement or any agreement entered into in connection herewith.


 






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(b)              
The parties acknowledge that the Managing Member will take action through its board of directors, and that the members of
the Managing Member’s board of directors will owe fiduciary duties to the stockholders of the Managing Member. The Managing Member
will use all commercially reasonable and appropriate efforts and means, as determined in good faith by the Managing Member, to minimize
any conflict of interest between the Members, on the one hand, and the stockholders of the Managing Member, on the other hand, and to
effectuate any transaction that involves or affects any of the Company, the Managing Member, the Members and/or the stockholders of the
Managing Member in a manner that does not (i) disadvantage the Members or their interests relative to the stockholders of the Managing
Member or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Members and the
stockholders of the Managing Member differently; provided that in the event of a conflict between the interests of the stockholders
of the Managing Member and the interests of the Members other than the Managing Member, such other Members agree that the Managing Member
shall discharge its fiduciary duties to such other Members by acting in the best interests of the Managing Member’s stockholders.


 


(c)              
Without prior written consent of the Non-Clear Secure Members, the Managing Member will not engage in any business activity
other than the direct or indirect management and ownership of the Company and its Subsidiaries, or own any assets (other than on a temporary
basis) other than securities of the Company and its Subsidiaries (whether directly or indirectly held) or any cash or other property or
assets distributed by or otherwise received from the Company and its Subsidiaries in accordance with this Agreement, provided that the
Managing Member may take any action (including incurring its own Indebtedness) or own any asset if it determines in good faith that such
actions or ownership are in the best interest of the Company.


 


Section 7.05      Officers.


 


(a)              
Appointment of Officers. The Managing Member may appoint individuals as officers (“Officers”)
of the Company, which may include such officers as the Managing Member determines are necessary and appropriate. No Officer need be a
Member. An individual may be appointed to more than one office.


 


(b)              
Authority of Officers. The Officers shall have the duties, rights, powers and authority as may be prescribed by the
Managing Member from time to time.


 






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(c)              
Removal, Resignation and Filling of Vacancy of Officers. The Managing Member may remove any Officer, for any reason
or for no reason, at any time. Any Officer may resign at any time by giving written notice to the Company, and such resignation shall
take effect at the date of the receipt of that notice or any later time specified in that notice; provided that, unless otherwise
specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any such resignation shall be
without prejudice to the rights, if any, of the Company or such Officer under this Agreement. A vacancy in any office because of death,
resignation, removal or otherwise shall be filled by the Managing Member.


 


Article VIII


 


TRANSFERS
OF INTERESTS


 


Section 8.01      Restrictions on Transfers.


 


(a)              
Except as expressly permitted by Section 8.02, and subject to Section 8.01(b), Section 8.01(c)
and Section 8.01(d), any underwriter lock-up agreement applicable to such Member or any other agreement between such Member
and the Company, Clear Secure or any of their controlled Affiliates, without the prior written approval of the Managing Member, no Member
shall directly or indirectly Transfer all or any part of its Units or any right or economic interest pertaining thereto, including the
right to vote or consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant
thereto. Any such Transfer which is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member
of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio. Notwithstanding
anything to the contrary in this Article VIII, (i) the Exchange Agreement shall govern the exchange of Paired Interests for
shares of Class A Common Stock or Class B Common Stock, and an exchange pursuant to and in accordance with the Exchange Agreement shall
not be considered a “Transfer” for purposes of this Agreement, (ii) the certificate of incorporation of Clear Secure shall
govern the conversion of Class B Common Stock to Class A Common Stock and the conversion of Class D Common Stock to Class C Common Stock,
and a conversion pursuant to and in accordance with the certificate of incorporation of Clear Secure shall not be considered a “Transfer”
for purposes of this Agreement, (iii) a Transfer of Clear Secure Common Stock constituting Registrable Securities (as such term is defined
in the Registration Rights Agreement) in accordance with the Registration Rights Agreement shall not be considered a “Transfer”
for the purposes of the Agreement and (iv) any other Transfer of shares of Class A Common Stock or Class B Common Stock shall not be considered
a “Transfer” for purposes of this Agreement.


 






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(b)              
Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer otherwise permitted or
approved pursuant to this Article VIII that:


 


(i)              the
Transferor shall have provided to the Company prior notice of such Transfer;


 


(ii)             the
Transfer shall comply with all Applicable Laws; and


 


(iii)           
with respect to any Transfer of any Common Unit that constitutes a portion of a Paired Interest, concurrently with such
Transfer, such Transferor shall also Transfer to such Transferee the number of shares of Class C Common Stock or Class D Common Stock,
as the case may be, constituting the remainder of such Paired Interest (which, as of the date hereof, would be one share of Class C Common
Stock or Class D Common Stock, as the case may be).


 


(c)              
Notwithstanding any other provision of this Agreement to the contrary, no Member shall directly or indirectly Transfer all
or any part of its Units or any right or economic interest pertaining thereto if such Transfer, in the reasonable discretion of the Managing
Member, would cause the Company to be classified as a “publicly traded partnership” as that term is defined in Section 7704
of the Code and Treasury Regulations promulgated thereunder or would result in the Company having more than one hundred (100) partners,
within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)).


 


(d)              
Any Transfer of Units pursuant to this Agreement, including this Article VIII, shall be subject to the provisions
of Section 3.01 and Section 3.02.


 


Section 8.02     
Certain Permitted Transfers. Notwithstanding anything to the contrary herein, the following Transfers shall be permitted:


 


(a)              
Any Transfer by any Member of its Units pursuant to a Clear Secure Offer (as such term is defined in the Exchange Agreement);


 


(b)              
At any time, any Permitted Transfer; provided that such Transfer, alone or together with other Transfers by any Member
and any Transferee thereof, would not result in (x) the Founder Post-IPO Members and their Transferees, in the aggregate, representing
at any time more than thirty partners or (y) all Members other than the Founder Post-IPO Members and their Transferees, in the aggregate,
representing at any time more than sixty partners, in each case, for the purposes of Treasury Regulation Section 1.7704-1(h)(1) (determined
pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3), excluding Clear Secure from the number of partners for purposes
of this Section 8.02(b); or


 


(c)               At
any time, any Transfer by any Member of Units to any Transferee (i) previously approved in writing by the Company prior to the
Reorganization or (ii) approved in writing by the Managing Member (not to be unreasonably withheld), it being understood that it
shall be reasonable for the Managing Member to withhold such consent if the Managing Member reasonably determines that such Transfer
would materially increase the risk that the Company would be classified as a “publicly traded partnership” as that term
is defined in Section 7704 of the Code and Treasury Regulations promulgated thereunder or would result in (x) the Founder Post-IPO
Members and their Transferees, in the aggregate, representing at any time more than thirty partners or (y) all Members other than
the Founder Post-IPO Members and their Transferees, in the aggregate, representing at any time, more than sixty partners, in each
case, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations
Section 1.7704-1(h)(3)).


 






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Section 8.03      Registration of Transfers. When any Units are Transferred in accordance with the terms of this Agreement, the Company
shall cause such Transfer to be registered on the books of the Company.


 


Article IX



OTHER AGREEMENTS


 


Section 9.01      Noncompete. Those certain individuals set forth on Schedule B attached hereto (each, a “Restricted
Person” and collectively, the “Restricted Persons”) shall not, directly or indirectly, compete with the Company
by producing, distributing, marketing or providing, or enter into any new agreement with any other Person to produce, distribute, market
or provide, or hold any equity or financial interest in, or participate in the management of, any other Person producing, distributing,
marketing or providing, any product or service related to the Company Business (as determined by the Managing Member), in the United States
while such Restricted Person or any Permitted Transferee thereof, directly or indirectly, beneficially owns any Units in the Company and
for a period of 12 months thereafter (the “Noncompete Term”); provided, that nothing in this Section 9.01
shall prevent a Restricted Person from holding up to a 10% passive equity or financial interest in any other Person producing, distributing,
marketing or providing, any product or service related to the Company Business in the United States if such equity or financial interest
is disclosed in writing to the Managing Member. During the Noncompete Term, no Restricted Person shall, directly or indirectly, acquire
or create any existing or future business in any new product or service related to the Company Business (as determined by the Managing
Member), in the United States other than through the Company. To the extent that a Restricted Person or any of its Affiliates engages
in any of the business activities described in this Section 9.01 as of the date of this Agreement, such Restricted Person or its
Affiliate shall, upon the request of the Managing Member, use its best efforts to integrate such activities into the Company on mutually
agreeable terms or, if such terms cannot be agreed upon, shall discontinue such activities within six months from the date hereof. The
Managing Member may from time to time in its discretion grant waivers of the restrictions contained in this Section 9.01 on a case
by case basis.


 


Section 9.02      Nonsolicitation.
During the Noncompete Term, no Restricted Person shall, directly or indirectly, without the prior written consent of the Managing
Member, induce or attempt to persuade any employee of the Company to terminate his or her employment relationship with the Company.
Notwithstanding the foregoing, no Restricted Person shall have any liability under this Section resulting from the hiring of
employees who respond to general employment advertisements; provided, that the hiring party does not prompt, instruct or
encourage such employee to respond to any such advertisement.


 






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Article X


 


LIMITATION
ON LIABILITY, EXCULPATION


AND INDEMNIFICATION


 


Section 10.01   
Limitation on Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort
or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally
for any such debt, obligation or liability of the Company; provided that the foregoing shall not alter a Member’s obligation
to return funds wrongfully distributed to it.


 


Section 10.02   
Exculpation and Indemnification.


 


(a)              
Subject to the duties of the Managing Member and Officers set forth in Section 7.04, neither the Managing Member
nor any other Covered Person described in clause (iii) of the definition thereof shall be liable, including under any legal or equitable
theory of fiduciary duty or other theory of liability, to the Company or to any other Covered Person for any losses, claims, damages or
liabilities incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company.
There shall be, and each Covered Person shall be entitled to, a presumption that such Covered Person acted in good faith.


 


(b)              
A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information,
opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within
such Person’s professional or expert competence.


 


(c)               The
Company shall indemnify, defend and hold harmless each Covered Person against any losses, claims, damages, liabilities, expenses
(including all reasonable out-of-pocket fees and expenses of counsel and other advisors), judgments, fines, settlements and other
amounts arising from any and all claims, demands, actions, suits or proceedings, in which such Covered Person may be involved or
become subject to, in connection with any matter arising out of or in connection with the Company’s business or affairs, or
this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other
amount (i) is as a result of a Covered Person not acting in good faith on behalf of the Company or arose as a result of the
willful commission by such Covered Person of any act that is dishonest and materially injurious to the Company, (ii) results from
its contractual obligations under any Reorganization Document to be performed in a capacity other than as a Covered Person or from
the breach by such Covered Person of Section 9.01 or (iii) results from the breach by any Member (in such capacity) of
its contractual obligations under this Agreement. If any Covered Person becomes involved in any capacity in any action, suit,
proceeding or investigation in connection with any matter arising out of or in connection with the Company’s business or
affairs, or this Agreement or any related document, other than by reason of a Covered Person not acting in good faith on behalf of
the Company or by reason of the willful commission by such Covered Person of any act that is dishonest and materially injurious to
the Company, the Company shall reimburse such Covered Person for its reasonable legal and other reasonable out-of-pocket expenses
(including the cost of any investigation and preparation) as they are incurred in connection therewith; provided that such
Covered Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall be finally
judicially determined that such Covered Person was not entitled to indemnification by, or contribution from, the Company in
connection with such action, suit, proceeding or investigation. If for any reason (other than by reason of a Covered Person not
acting in good faith on behalf of the Company or by reason of the willful commission by such Covered Person of any act that is
dishonest and materially injurious to the Company) the foregoing indemnification is unavailable to such Covered Person, or
insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Covered Person as a result
of such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount in such proportion as is appropriate to
reflect any relevant equitable considerations. There shall be, and each Covered Person shall be entitled to, a rebuttable
presumption that such Covered Person acted in good faith.


 






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(d)              
The obligations of the Company under Section 10.02(c) shall be satisfied solely out of and to the extent of
the Company’s assets, and no Covered Person shall have any personal liability on account thereof.


 


(e)               Given
that certain Jointly Indemnifiable Claims may arise by reason of the service of a Covered Person to the Company or as a director,
trustee, officer, partner, member, manager, employee, consultant, fiduciary or agent of other corporations, limited liability
companies, partnerships, joint ventures, trusts, employee benefit plans or other enterprises controlled by the Company
(collectively, the “Controlled Entities”), or by reason of any action alleged to have been taken or omitted in
any such capacity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause the
Controlled Entities to, be fully and primarily responsible for the payment to the Covered Person in respect of indemnification or
advancement of all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees
and related disbursements) in each case, actually and reasonably incurred by or on behalf of a Covered Person in connection with
either the investigation, defense or appeal of a claim, demand, action, suit or proceeding or establishing or enforcing a right to
indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder (collectively,
 “Expenses”) in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with (as
applicable) the terms of (i) the Delaware Act, (ii) this Agreement, (iii) any other agreement between the Company or
any Controlled Entity and the Covered Person pursuant to which the Covered Person is indemnified, (iv) the laws of the
jurisdiction of incorporation or organization of any Controlled Entity or (v) the certificate of incorporation, certificate of
organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership,
certificate of qualification or other organizational or governing documents of any Controlled Entity ((i) through
(v) collectively, the “Indemnification Sources”), irrespective of any right of recovery the Covered Person
may have from the Indemnitee-Related Entities. Under no circumstance shall the Company or any Controlled Entity be entitled to any
right of subrogation or contribution by the Indemnitee-Related Entities and no right of advancement or recovery the Covered Person
may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Covered Person or the obligations of
the Company or any Controlled Entity under the Indemnification Sources. In the event that any of the Indemnitee-Related Entities
shall make any payment to the Covered Person in respect of indemnification or advancement of Expenses with respect to any Jointly
Indemnifiable Claim, (i) the Company shall, and to the extent applicable shall cause the Controlled Entities to, reimburse the
Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such
Indemnitee-Related Entity, (ii) to the extent not previously and fully reimbursed by the Company or any Controlled Entity
pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding
balance of such payment to all of the rights of recovery of the Covered Person against the Company or any Controlled Entity, as
applicable, and (iii) the Covered Person shall execute all papers reasonably required and shall do all things that may be
reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the
Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Covered Person agree that each of
the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 10.02(e), entitled to
enforce this Section 10.02(e) as though each such Indemnitee-Related Entity were a party to this Agreement. The Company
shall cause each of the Controlled Entities to perform the terms and obligations of this Section 10.02(e) as though each
such Controlled Entity was the “Company” under this Agreement. For purposes of this Section 10.02(e), the
following terms shall have the following meanings:


 






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(i)              The term “Indemnitee-Related Entities” means any corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise (other than the Company, any Controlled Entity or the insurer under and
pursuant to an insurance policy of the Company or any Controlled Entity) from whom a Covered Person may be entitled to indemnification
or advancement of Expenses with respect to which, in whole or in part, the Company or any Controlled Entity may also have an indemnification
or advancement obligation.


 


(ii)              The
term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any claim,
demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from
both (i) the Company or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any
Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to
which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related
Entity or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement,
certificate of formation, certificate of limited partnership or other organizational or governing documents of any
Indemnitee-Related Entity, on the other hand.


 






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Article XI


 


DISSOLUTION
AND TERMINATION


 


Section 11.01   
Dissolution.


 


(a)              
The Company shall not be dissolved by the admission of Additional Members or Substitute Members pursuant to Section 3.02.


 


(b)              
No Member shall (i) resign from the Company prior to the dissolution and winding up of the Company except in connection
with a Transfer of Units pursuant to the terms of this Agreement or (ii) take any action to dissolve, terminate or liquidate the
Company or to require apportionment, appraisal or partition of the Company or any of its assets, or to file a bill for an accounting,
except as specifically provided in this Agreement, and each Member, to the fullest extent permitted by Applicable Law, hereby waives any
rights to take any such actions under Applicable Law, including any right to petition a court for judicial dissolution under Section 18-802
of the Delaware Act.


 


(c)              
The Company shall be dissolved and its business wound up only upon the earliest to occur of any one of the following events
(each a “Dissolution Event”):


 


(i)              The expiration of forty-five (45) days after the sale or other disposition of all or substantially all the assets of the
Company; or


 


(ii)             
upon the approval of the Managing Member.


 


(d)              
The death, retirement, resignation, expulsion, bankruptcy, insolvency or dissolution of a Member or the occurrence of any
other event that terminates the continued membership of a Member of the Company shall not in and of itself cause dissolution of the Company.


 


Section 11.02   
Winding Up of the Company.


 


(a)               The
Managing Member shall promptly notify the other Members of any Dissolution Event. Upon dissolution, the Company’s business
shall be liquidated in an orderly manner. The Managing Member shall appoint a liquidating trustee to wind up the affairs of the
Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or
otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidating
trustee shall determine to be in the best interest of the Members.


 






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(b)              
The proceeds of the liquidation of the Company shall be distributed in the following order and priority:


 


(i)              first, to the creditors (including any Members or their respective Affiliates that are creditors) of the Company
in satisfaction of all of the Company’s liabilities (whether by payment or by making reasonable provision for payment thereof, including
the setting up of any reserves which are, in the judgment of the liquidating trustee, reasonably necessary therefor); and


 


(ii)             second,
to the Members in the same manner as distributions under Section 5.03(b), subject to Section 5.03(e).


 


(c)              
Distribution of Property. In the event it becomes necessary in connection with the liquidation of the Company to
make a distribution of Property in-kind, subject to the priority set forth in Section 11.02, the liquidating trustee shall
have the right to compel each Member to accept a distribution of any Property in-kind (with such Property, as a percentage of the total
liquidating distributions to such Member, corresponding as nearly as possible to such Member’s Percentage Interest), with such distribution
being based upon the amount of cash that would be distributed to such Members if such Property were sold for an amount of cash equal to
the fair market value of such Property, as determined by the liquidating trustee in good faith, subject to the last sentence of Section 5.03(d).


 


Section 11.03   
Termination. The Company shall terminate when all of the assets of the Company, after payment of or reasonable provision
for the payment of all debts and liabilities of the Company, shall have been distributed to the Members in the manner provided for in
this Article XI, and the certificate of formation of the Company shall have been cancelled in the manner required by the Delaware
Act.


 


Section 11.04   
Survival. Termination, dissolution, liquidation or winding up of the Company for any reason shall not release any
party from any liability which at the time of such termination, dissolution, liquidation or winding up already had accrued to any other
party or which thereafter may accrue in respect to any act or omission prior to such termination, dissolution, liquidation or winding
up.


 


Article XII


 


MISCELLANEOUS


 


Section 12.01   
Expenses. Other than as set forth in Section 4.12 of the Reorganization Agreement, all costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such cost or expense.


 






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Section 12.02   
Further Assurances. Each Member agrees to execute, acknowledge, deliver, file and record such further certificates,
amendments, instruments and documents, and to do all such other acts and things, as may be required by Applicable Law or as, in the reasonable
judgment of the Managing Member, may be necessary or advisable to carry out the intent and purposes of this Agreement.


 


Section 12.03   
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 at the address, facsimile number or e-mail address specified for such party on the Member Schedule hereto.
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 12.04   
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.


 


(b)              
Except as provided in Article VIII, no Member may assign, delegate or otherwise transfer any of its rights or
obligations under this Agreement without the consent of the Managing Member.


 


Section 12.05   
Jurisdiction.


 


(a)              
The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its
Affiliates or against any party or any of its Affiliates) shall be brought in the Delaware Chancery Court or, if such court shall not
have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably
consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether
within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such
party as provided in Section 12.03 shall be deemed effective service of process on such party.


 






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(b)              
EACH OF THE COMPANY AND THE MEMBERS HEREBY IRREVOCABLY DESIGNATES THE CORPORATION TRUST COMPANY (IN SUCH CAPACITY, THE
 “PROCESS AGENT”), WITH AN OFFICE AT CORPORATION SERVICE COMPANY, 2711 CENTERVILLE ROAD, SUITE 400, WILMINGTON, NEW
CASTLE COUNTY, DELAWARE, 19808, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION
IN ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT OR ANY OTHER AGREEMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT, AND
SUCH SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT; PROVIDED THAT IN THE CASE OF ANY SUCH SERVICE
UPON THE PROCESS AGENT, THE PARTY EFFECTING SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO EACH OTHER SUCH PARTY IN THE MANNER PROVIDED
IN SECTION 12.03 OF THIS AGREEMENT. EACH PARTY SHALL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL
FORCE AND EFFECT OR TO APPOINT ANOTHER AGENT SO THAT SUCH PARTY SHALL AT ALL TIMES HAVE AN AGENT FOR SERVICE OF PROCESS FOR THE ABOVE
PURPOSES IN WILMINGTON, DELAWARE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY MANNER PERMITTED BY APPLICABLE
LAW. EACH PARTY EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE LAWS OF THE STATE OF DELAWARE
AND OF THE UNITED STATES OF AMERICA.


 


Section 12.06   
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 12.07   
Entire Agreement. This Agreement and the other Reorganization Documents 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. Nothing in this Agreement shall create any third-party beneficiary
rights in favor of any Person or other party, except to the extent provided herein with respect to Indemnitee-Related Entities, each of
whom are intended third-party beneficiaries of those provisions that specifically relate to them with the right to enforce such provisions
as if they were a party hereto.


 


Section 12.08    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 12.09   
Amendment.


 


(a)              
This Agreement can be amended at any time and from time to time by the Managing Member; provided, in addition to
the approval of the Managing Member, no amendment to this Agreement may:


 


(i)               without
the prior written consent of each Founder Post-IPO Member, (x) adversely modify the limited liability of any Founder Post-IPO Member
set forth in Article V, Section 6.01(c), Section 10.01, Section 10.02 or Section 12.01,
or otherwise modify in any material respect the limited liability of any Founder Post-IPO Member, or adversely increase the liabilities
or obligations (other than de minimis liabilities or obligations) of any Founder Post-IPO Member or (y) adversely modify
the express rights of any Founder Post-IPO Member set forth in Section 3.01, Article IV, Section 5.03(e),
Section 7.03(b), Section 8.02(b) and this Section 12.09 (in the case of clause (y), only so long
as such Founder Post-IPO Member is entitled to such express rights);


 


(ii)             
adversely modify in any material respect the Units (or the rights, preferences or privileges of the Units) then held by
any Members in any materially disproportionate manner to those then held by any other Members without the prior written consent of a majority
in interest of such disproportionately affected Member or Members.


 


(b)              
For the avoidance of doubt, the Managing Member, acting alone, may amend this Agreement, including the Member Schedule,
(x) to reflect the admission of new Members or Transfers of Units, each as provided by and in accordance with, the terms of this
Agreement, (y) to effect any subdivisions or combinations of Units made in compliance with Section 4.02(c) and (z) to
issue additional Common Units or any new class of Units (whether or not pari passu with the Common Units) in accordance with the terms
of this Agreement and to provide that the Members being issued such new Units be entitled to the rights provided to the Founder Post-IPO
Members with respect to all or a portion of the provisions applicable thereto hereunder and any other rights that do not diminish or eliminate
any of the express rights of the such Founder Post-IPO Members described in Section 12.09(a)(i)(y).


 


(c)              
No waiver of any provision or default under, nor consent to any exception to, the terms of this Agreement or any agreement
contemplated hereby shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent
and instance so provided.


 






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Section 12.10   
Confidentiality.


 


(a)              
Each Member shall, and shall direct those of its Affiliates and their respective directors, officers, members, stockholders,
partners, employees, attorneys, accountants, consultants, trustees and other advisors (the “Member Parties”) who have
access to Confidential Information to, keep confidential and not disclose any Confidential Information to any Person other than a Member
Party who agrees to keep such Confidential Information confidential in accordance with this Section 12.10, in each case without
the express consent, in the case of Confidential Information acquired from the Company, of the Managing Member or, in the case of Confidential
Information acquired from another Member, such other Member, unless:


 


(i)              such disclosure is required by Applicable Law;


 


(ii)             such
disclosure is reasonably required in connection with any tax audit involving the Company or any Member or its Affiliates;


 


(iii)           
such disclosure is reasonably required in connection with any litigation against or involving the Company or any Member;
or


 


(iv)            such
disclosure is reasonably required in connection with any proposed Transfer of all or any part of such Member’s Units in the Company;
provided that with respect to any such use of any Confidential Information referred to in this clause (iv), advance notice must
be given to the Managing Member so that it may require any proposed Transferee that is not a Member to enter into a confidentiality agreement
with terms substantially similar to the terms of this Section 12.10 (excluding this clause (iv)) prior to the disclosure
of such Confidential Information.


 


(b)              
“Confidential Information” means any information related to the activities of the Company, the Members
and their respective Affiliates that an Member may acquire from the Company or the Members, other than information that (i) is already
available through publicly available sources of information (other than as a result of disclosure by such Member), (ii) was available
to a Member on a non-confidential basis prior to its disclosure to such Member by the Company, or (iii) becomes available to a Member
on a non-confidential basis from a third party, provided such third party is not known by such Member, after reasonable inquiry, to be
bound by this Agreement or another confidentiality agreement with the Company. Such Confidential Information may include information that pertains
or relates to the business and affairs of any other Member or any other Company matters. Confidential Information may be used by a Member
and its Member Parties only in connection with Company matters and in connection with the maintenance of its interest in the Company.


 


(c)               In
the event that any Member or any Member Parties of such Member is required to disclose any of the Confidential Information, such
Member shall use reasonable efforts to provide the Company with prompt written notice so that the Company may seek a protective
order or other appropriate remedy or waive compliance with the provisions of this Agreement, and such Member shall use reasonable
efforts to cooperate with the Company in any effort any such Person undertakes to obtain a protective order or other remedy. In the
event that such protective order or other remedy is not obtained, or that the Company waives compliance with the provisions of this Section 12.10,
such Member and its Member Parties shall furnish only that portion of the Confidential Information that is legally required and
shall exercise all reasonable efforts to obtain reasonably reliable assurance that the Confidential Information shall be accorded
confidential treatment.


 






    46


     


    

 


(d)              
Notwithstanding anything in this Agreement to the contrary, each Member may disclose to any persons the U.S. federal income
tax treatment and tax structure of the Company and the transactions set out in the Reorganization Agreement. For this purpose, “tax
structure” is limited to any facts relevant to the U.S. federal income tax treatment of the Company and does not include information
relating to the identity of the Company or any Member.


 


Section 12.11   
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware
without giving effect to choice of law principles that would require the application of the laws of another state.


 


[signature pages follow]


 






    47


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Amended and Restated Operating Agreement to be duly executed as of the day and year first written above.


 


	 	ALCLEAR HOLDINGS, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 





	 	CLEAR
    SECURE, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to the Second Amended and Restated

Operating Agreement of Alclear Holdings, LLC]