Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”),
dated as of [___], 2021, is made by and among:


 


		i.	Clear Secure, Inc., a Delaware corporation (the “Company”);



 


		ii.	Alclear Investments, LLC, a Delaware limited liability company (the “Alclear Investments Holder”);



 


		iii.	Alclear Investments II, LLC, a Delaware limited liability company (the “Alclear Investments II Holder” and, together
with the Alclear Investments Holder, the “Founder Holders”); and



 


		iv.	each of the Persons who has executed a signature page hereto under the heading “Additional Holders” (collectively,
the “Other Holders”).



 


The
Founder Holders and the Other Holders are each referred to herein as a “Holder” and are collectively referred
to herein as the “Holders”. In addition, the Holders and the Company are each referred to herein as a “Party”
and are collectively referred to herein as the “Parties”.


 


WHEREAS,
pursuant to a Reorganization Agreement, dated as of [___], 2021, by and among the Company, Alclear (as defined below) and the other
Persons listed on the signature pages thereto, the Company has effected a series of reorganization transactions (the “Reorganization
Transactions”);


 


WHEREAS,
in connection with the Reorganization Transactions, Alclear, the Company and other parties thereto have entered into the Amended
and Restated Operating Agreement of Alclear (the “LLC Agreement”);


 


WHEREAS, the Company has priced an initial public
offering of shares of its Class A Common Stock (the “IPO”) pursuant to an Underwriting Agreement, dated as of
the date hereof; and


 


WHEREAS, in connection with the Reorganization Transactions
and the IPO, the Company has agreed to provide the Holders with certain registration rights with respect to their Registrable Securities,
subject to the terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions contained in this Agreement
and for good and valuable consideration, the Parties agree as follows:


 


ARTICLE I


 


Definitions


 


1.1          Definitions.
The following terms shall have the following respective meanings:


 






    1 


     


    

 


“Affiliate” means, with respect
to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such first Person.


 


“Agreement” has the meaning set
forth in the preamble.


 


“Alclear”
mean Alclear Holdings, LLC, a Delaware limited liability company.


 


“Alclear
Investments Holder” has the meaning set forth in the preamble.


 


“Alclear
Investments II Holder” has the meaning set forth in the preamble.


 


“Alclear
Units” means non-voting common interest units in Alclear.


 


“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.


 


“Class A
Common Stock” means shares of the Company’s Class A common stock, $0.00001 par value per share.


 


“Class B
Common Stock” means shares of the Company’s Class B common stock, $0.00001 par value per share.


 


“Class C
Common Stock” means shares of the Company’s Class C common stock, $0.00001 par value per share.


 


“Class D
Common Stock” means shares of the Company’s Class D common stock, $0.00001 par value per share.


 


“Common Stock” means the Class A
Common Stock.


 


“Company” has the meaning set
forth in the preamble.


 


“Continuance Notice” has the meaning
set forth in Section 2.6(c).


 


“Demand” has the meaning set forth
in Section 2.1(a).


 


“Demand Registration” has the
meaning set forth in Section 2.1(a).


 


“Disclosure Package” means (i) the
preliminary prospectus, (ii) each Free Writing Prospectus and (iii) all other information that is deemed, under Rule 159
under the Securities Act, to have been conveyed to purchasers of securities at the time of sale (including a contract of sale).


 


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


 






    2 


     


    

  


“Electing Registration Party”
has the meaning set forth in Section 2.6(c).


 


“Exchange”
means (i) the exchange of shares of Class D Common Stock together with Alclear Units for shares of Class B Common
Stock, pursuant to the Exchange Agreement, and the further conversion of such shares of Class B Common Stock into shares of Common
Stock and (ii) the exchange of shares of Class C Common Stock together with Alclear Units for shares of Common Stock, pursuant
to the Exchange Agreement.


 


“Exchange
Agreement” means that certain Exchange Agreement, dated as of the date hereof, by and among the Company, Alclear and
the other Persons listed on the signature pages thereto.


 


“Form S-3 Registration Statement”
has the meaning set forth in Section 2.3(b).


 


“Form S-3 Shelf Registration Statement”
has the meaning set forth in Section 2.3(b).


 


“Founder
Holder” has the meaning set forth in the preamble.


 


“Founder
Registration Party” means any Founder Holder or any of their respective permitted Transferees that have executed and delivered
a Joinder Agreement in accordance with this Agreement holding Registrable Securities.


 


“Free Writing Prospectus” means
any “free writing prospectus,” as defined in Rule 405 under the Securities Act.


 


“Governmental Authority” means
any United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental,
regulatory or administrative authority, branch, agency or commission or any court, tribunal, or arbitral or judicial body.


 


“Holder” has the meaning set forth
in the preamble.


 


“Initiating Shelf Holder” has
the meaning set forth in the Section 2.4(a).


 


“IPO” has the meaning set forth
in the recitals.


 


“Law” means any statute, law,
ordinance, regulation, rule, code, executive order, injunction, judgment, decree or order of any Governmental Authority.


 


“LLC Agreement” has the meaning
set forth in the recitals.


 


“Marketed Underwritten Shelf Take-Down”
has the meaning set forth in Section 2.4(b).


 






    3 


     


    

 


“Non-Marketed Take-Down Share”
means with respect to each Initiating Shelf Holder and each other Notice Recipient delivering a notice with respect to and participating
in such Non-Marketed Underwritten Shelf Take-Down subject to Section 2.4(d), a number equal to the product of (i) the total
number of Registrable Securities to be included in such Non-Marketed Underwritten Shelf Take-Down pursuant to Section 2.4(c) and
(ii) a fraction, the numerator of which is the total number of Registrable Securities beneficially owned by the Initiating Shelf
Holder or such participating Notice Recipient, as applicable, and the denominator of which is the total number of Registrable Securities
beneficially owned by the Initiating Shelf Holder and all participating Notice Recipients delivering a notice and participating in such
Non-Marketed Underwritten Shelf Take-Down.


 


“Non-Marketed Underwritten Shelf Take-Down”
has the meaning set forth in Section 2.4(c).


 


“Non-Marketed Underwritten Shelf Take-Down
Notice” has the meaning set forth in Section 2.4(d).


 


“Non-Marketed Underwritten Shelf Take-Down
Piggyback Election” has the meaning set forth in Section 2.4(c).


 


“Notice Recipient” has the meaning
set forth in Section 2.4(c).


 


“Other Holders” has the meaning
set forth in the preamble.


 


“Other
Holder Registration Party” means, individually or collectively, any Other Holder or Other Holders, or any of their respective
permitted Transferees that have executed and delivered a Joinder Agreement in accordance with this Agreement, beneficially owning at least
a majority of the outstanding Common Stock.


 


“Other Securities” means Common
Stock of the Company sought to be included in a registration other than Registrable Securities.


 


“Parties” has the meaning set
forth in the preamble.


 


“Person” means an individual,
corporation, partnership, limited liability company, limited liability partnership, joint venture, syndicate, person, trust, association,
organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the
foregoing.


 


“Piggyback Notice” has the meaning
set forth in Section 2.2(a).


 


“Public Offering” means a public
offering of Common Stock pursuant to an effective registration statement (other than on Form S-4 or Form S-8 or their respective
equivalents) filed by the Company under the Securities Act.


 






    4 


     


    

 


“Registrable
Securities” means shares of Common Stock owned by a Holder, whether now held or hereinafter acquired, including any
shares of Common Stock issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries (“Overlying
Securities”), including upon an Exchange or by way of unit or stock dividend or unit or stock split, or in connection with
a combination of units or shares, recapitalization, merger, consolidation or other reorganization, until: (i) a registration statement
covering such shares of Common Stock or applicable Overlying Securities has been declared effective by the SEC and such shares of Common
Stock or applicable Overlying Securities have been disposed of pursuant to such effective registration statement; (ii) such shares
of Common Stock or applicable Overlying Securities are sold under circumstances in which all of the applicable conditions of Rule 144
(or any similar provisions then in force) under the Securities Act are met; (iii) with respect to any Holder, such Holder and its
Affiliates beneficially own less than 1% of the outstanding Common Stock and all of such shares of Common Stock may be sold without restriction
under Rule 144 (or any similar provisions then in force); or (iv) (A) such shares of Common Stock or applicable Overlying
Securities are otherwise Transferred to a non-Affiliate of the Transferor, (B) the Company has delivered a new certificate or other
evidence of ownership for such shares of Common Stock or applicable Overlying Securities not bearing a restrictive legend and (C) such
shares of Common Stock or applicable Overlying Securities may be resold without limitation or subsequent registration under the Securities
Act.


 


“Registration
Expenses” means any and all expenses incident to performance of or compliance with any registration of securities pursuant to
Article II (other than underwriting discounts and commissions), including (i) the fees, disbursements and expenses of the Company’s
counsel and accountants, including for special audits and comfort letters; (ii) all expenses, including filing fees, in connection
with the preparation, printing and filing of the registration statement, any preliminary prospectus or final prospectus, any other offering
document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (iii) the
cost of printing or producing any underwriting agreements and blue sky or legal investment memoranda and any other documents in connection
with the offering, sale or delivery of the securities to be disposed of; (iv) all expenses in connection with the qualification of
the securities to be disposed of for offering and sale under state “blue sky” securities laws, including the reasonable fees
and disbursements of one counsel for the underwriters and the Selling Holders in connection with such qualification and in connection
with any blue sky and legal investment surveys; (v) all expenses, including filing fees, incident to securing any required review
by FINRA of the terms of the sale of the securities to be disposed of; (vi) transfer agents’ and registrars’ fees and
expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering; (vii) all security engraving
and security printing expenses; (viii) all fees and expenses payable in connection with the listing of the securities on any securities
exchange or automated interdealer quotation system or the rating of such securities; (ix) all expenses with respect to road shows
that the Company is obligated to pay pursuant to Section 2.7(o); and (x) the reasonable fees and disbursements of one counsel
for the Registration Parties participating in the registration (which counsel shall be chosen by the participating Registration Party
that then holds the most Registrable Securities), not to exceed $50,000, incurred in connection with any such registration and
any offering of Common Stock relating to such registration, including Shelf-Take Downs (as defined below).


 


“Registration Party” means any
Founder Registration Party or Other Holder Registration Party.


 


“Selling Holder” means, with respect
to any registration statement, any Holder whose Registrable Securities are included therein.


 






    5 


     


    

 


“Shelf Holder” means any Holder
whose Registrable Securities are included in the Form S-3 Shelf Registration Statement.


 


“Shelf Take-Down” has the meaning
set forth in Section 2.4(a).


 


“Subsidiary” means, with respect
to any Person, any other Person controlled by such first Person, directly or indirectly, through one of more intermediaries.


 


“Transfer” means, in respect of
any Common Stock, property or other assets, any direct or indirect sale, assignment, hypothecation, lien, encumbrance, transfer, distribution
or other disposition thereof or of a participation therein, or other conveyance of legal or beneficial interest therein, including rights
to vote and to receive dividends or other income with respect thereto, or any short position in a security or any other action or position
otherwise reducing risk related to ownership through hedging or other derivative instruments, whether voluntarily or by operation of Law,
or any agreement or commitment to do any of the foregoing.


 


“Underwritten Shelf Take-Down”
has the meaning set forth in Section 2.4(b).


 


“Underwritten Shelf Take-Down Notice”
has the meaning set forth in Section 2.4(b).


 


“Withdrawn Offering” has the meaning
set forth in Section 2.6(c).


 


Capitalized terms used but not otherwise defined
in this Agreement shall have the meanings ascribed to such terms in the LLC Agreement.


 


ARTICLE II


 


REGISTRATION
RIGHTS


 


2.1          Demand
Rights.


 


(a)           Demand
Rights. Subject to the terms and conditions of this Agreement (including Section 2.1(b)), (I) at any time, upon written
notice delivered by a Founder Registration Party or (II) at any time after the date that is 180 days after the date of this Agreement,
upon written notice delivered by an Other Holder Registration Party (in each case, a “Demand”), in each case requesting
that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable
Securities held by such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be included
in such registration and the intended method or methods of disposition of such Registrable Securities, the Company shall use its reasonable
best efforts to promptly (but in any event within 10 days of such Demand) give written notice of such Demand to all other Holders and
shall use its reasonable best efforts to promptly file the appropriate registration statement with the SEC and use its reasonable best
efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities
which the Company has been so requested to register for sale by such Registration Party in the Demand, and (ii) all other Registrable
Securities which the Company has been requested to register for sale by such other Holders by written request given to the Company within
20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such
Registrable Securities), in each case subject to Section 2.1(f), all to the extent required to permit the disposition (in accordance
with such intended methods of disposition) of the Registrable Securities to be so registered for sale. Notwithstanding the foregoing,
in the event the method of disposition is an underwritten offering, (x) the right of any Holder to include Registrable Securities
in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting (unless otherwise agreed by the Holders with a majority of the Registrable Securities participating
in the registration and by the requesting Registration Party) to the extent provided in this Agreement and (y) all Holders proposing
to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such underwriting.


 






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(b)           Limitations
on Demand Rights. The Founder Registration Parties shall be entitled to make two Demands in the aggregate under Section 2.1(a) and
the Other Registration Parties shall be entitled to make two Demands in the aggregate under Section 2.1(a), subject, in each case,
to Section 2.6(c). No registration effected pursuant to Section 2.2 or Section 2.3 and no Shelf Take-Down pursuant to
Section 2.4 shall be counted as the making of a Demand for purposes of Section 2.1(a).


 


(c)           Assignment.
In connection with the Transfer of Registrable Securities to any Person, a Registration Party or Other Holder may assign to any Transferee
of such Registrable Securities (i) the right to make one or more Demands pursuant to Section 2.1(a) (in the case of the
Registration Party) and (ii) the right to participate in or effect any registration and/or Shelf Take-Down pursuant to the terms
of Section 2.1(a), Section 2.2, Section 2.3 and Section 2.4, in each case to the extent that such Transferor has
such rights. In the event of any such assignment, references to the Registration Parties in Section 2.1, Section 2.2, Section 2.3
and Section 2.4 shall be deemed to refer to such Transferee if such Transferee is making any Demand or otherwise exercising its
registration rights hereunder. In each of the foregoing cases, in the event the relevant Registration Party or Other Holder assigns,
directly or indirectly, any registration rights to any Person as contemplated in this Section 2.1(c) in connection with a Transfer
of Registrable Securities, the Registration Party or Other Holder shall, as a condition to any such assignment, require such Transferee
to enter into a Joinder Agreement in the form attached hereto as Annex B to become party to this Agreement and expressly
be subject to Section 2.12. If any such Transferee is an individual and married, such relevant Registration Party or Other Holder
shall, as a condition to such Transfer, cause such Transferee to deliver to the Company a duly executed copy of a Spousal Consent in
the form attached hereto as Annex C. In the event of any such assignment, references to the Registration Party or Other Holder
in Section 2.12 shall be deemed to refer to such Transferee. In addition, in each of the foregoing cases, the relevant Registration
Party or Other Holder, as applicable, shall, as promptly as reasonably practicable, give written notice of any such assignment to the
Company and, in the case of an assignment by a Registration Party, the other Registration Parties in accordance with the LLC Agreement
or, to the extent applicable to such other Registration Parties, to the addresses and other contact information set forth on Annex A
to this Agreement.


 






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(d)           Company
Blackout Rights. With respect to any registration statement filed, or to be filed, including any amendment, renewal or replacement
thereof, pursuant to this Section 2.1, if the board of directors of the Company determines in good faith after consultation with
outside counsel that such registration would cause the Company to disclose material non-public information, which disclosure (x) would
be required to be made in any registration statement so that such registration statement would not be materially misleading, (y) would
not be required to be made at such time but for the filing or effectiveness of such registration statement and (z) would be materially
detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger
or other similar transaction involving the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or
interference, it is in the best interests of the Company to defer the filing or effectiveness of such registration statement at such
time or suspend the Selling Holders’ use of any prospectus which is a part of the registration statement, then the Company shall
have the right to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period of not more than 120
days (in which event, in the case of a suspension, such Selling Holder shall discontinue sales of Registrable Securities pursuant to
such registration statement); provided, that the Company shall not use this right, together with any other deferral or suspension
of the Company’s obligations under Section 2.1 or Section 2.3, more than once in any 12-month period. The Company shall
as promptly as reasonably practicable notify the Selling Holders of the expiration of any deferral or suspension period during which
it exercised its rights under this Section 2.1(d). The Company agrees that, in the event it exercises its rights under this Section 2.1(d),
it shall use its reasonable best efforts to, as promptly as reasonably practicable following the expiration of the applicable deferral
or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of, as applicable, the applicable
deferred or suspended registration statement or prospectus which is a part of the registration statement.


 


(e)           Fulfillment
of Registration Obligations. Notwithstanding any other provision of this Agreement, a registration requested pursuant to this Section 2.1
shall not be deemed to have been effected and the Registration Party that issued the Demand shall not be deemed to have used one of its
Demands for purposes of Section 2.1(b): (i) if the registration statement is withdrawn without becoming effective; (ii) if
after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the
SEC or any other Governmental Authority for any reason other than a misrepresentation or an omission by a Selling Holder that is the Registration
Party, or an Affiliate of the Registration Party (other than the Company and its controlled Affiliates), that made the Demand relating
to such registration and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed
in accordance with the plan of distribution set forth in the related registration statement; (iii) if the registration does not contemplate
an underwritten offering, if it does not remain effective for at least 180 days (or such shorter period as will terminate when all securities
covered by such registration statement have been sold or withdrawn); or if such registration statement contemplates an underwritten offering,
if it does not remain effective for at least 180 days plus such longer period as, in the opinion of counsel for the underwriter or underwriters,
a prospectus is required by applicable Law to be delivered in connection with the sale of Registrable Securities by an underwriter or
dealer; or (iv) in the event of an underwritten offering, if the conditions to closing (including any condition relating to an overallotment
option) specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied
or waived other than by reason of some wrongful act or omission by a Selling Holder that is the Registration Party, or an Affiliate of
the Registration Party, that made the Demand relating to such registration.


 



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(f)            Cutbacks
in Demand Registration. If the lead underwriter or managing underwriter advises the Company in writing that, in such firm’s
good faith view, the aggregate number of Registrable Securities and Other Securities requested to be included in a Demand Registration
exceeds the largest number that can be included in such registration without materially adversely affecting the distribution (including
timing or pricing) of the Registrable Securities and Other Securities proposed to be included in such registration, the Company shall
include in such registration:


 


(1)            first,
Registrable Securities owned by the Holders that are requested to be included in such registration pursuant to Section 2.1(a) and
that can be sold without having the adverse effect referred to above (or, if necessary, such Registrable Securities pro rata among
the Holders thereof based upon the number of Registrable Securities held by each such Holder);


 


(2)            second,
Other Securities proposed to be sold by the Company for its own account that can be sold without having the adverse effect referred to
above; and


 


(3)            third,
Other Securities owned by any holder thereof with a contractual right to include such Other Securities in such registration that can be
sold without having the adverse effect referred to above, pro rata  on the basis of the relative number of such Other Securities
owned by such Persons requesting inclusion in such registration.


 


2.2          Piggyback
Registration Rights.


 


(a)            Notice
and Exercise of Rights. If the Company at any time proposes or is required to register any of its Common Stock or any other Equity
Securities of the Company under the Securities Act (other than a Demand Registration pursuant to Section 2.1 or a registration pursuant
to Section 2.3) whether or not for sale for its own account, in a manner that would permit registration of Registrable Securities
for sale for cash to the public under the Securities Act, subject to the last sentence of this Section 2.2(a), it shall at each such
time promptly give written notice (the “Piggyback Notice”) to each Holder of Registrable Securities of its intention
to do so at least 10 Business Days before the initial filing of the registration statement related thereto and, upon the request of any
Holder of Registrable Securities to include in such registration Registrable Securities (which request shall specify the number of shares
of such Registrable Securities to be included in such registration), the Company shall use its reasonable best efforts to cause all such
Registrable Securities to be included in such registration on the same terms and conditions as the Common Stock or other Equity Securities
being registered in such registration; provided, that in no event shall the Company be required to register pursuant to this Section 2.2
any securities other than Common Stock. Notwithstanding anything to the contrary contained in this Section 2.2, the Company shall
not be required to effect any registration of Registrable Securities under this Section 2.2 incidental to the registration of any
of its securities on Forms S-4 or S-8 (or any similar or successor form providing for the registration of securities in connection with
mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee
benefit or compensation plans) or any other form that would not be available for registration of Registrable Securities.


 






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(b)           Determination
Not to Effect Registration. If at any time after giving such Piggyback Notice and prior to the effective date of the registration
statement filed in connection with such registration the Company shall determine for any reason not to register the securities originally
intended to be included in such registration, the Company may, at its election, give written notice of such determination to the Selling
Holders and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the
registration of securities originally intended to be included in such registration, without prejudice, however, (i) to the right
of a Registration Party immediately to request that such registration be effected as a registration under Section 2.1 or (ii) the
right of a Shelf Registration Party (as defined below) immediately to request that such registration be effected as a shelf registration
under Section 2.3, in each case, to the extent permitted thereunder.


 


(c)           Cutbacks
in Company Offering or Other Offerings.


 


(1)           Cutbacks
in Company Offering. If the registration referred to in the first sentence of Section 2.2(a) is to be an underwritten registration
on behalf of the Company, and the lead underwriter or managing underwriter advises the Company in writing that, in such firm’s
good faith view, the aggregate number of Registrable Securities and Other Securities requested to be included in such registration exceeds
the largest number that can be included in such registration without materially adversely affecting the distribution (including timing
or pricing) of the Registrable Securities and Other Securities proposed to be included in such registration, the Company shall include
in such registration:


 


(A)           first,
all securities proposed to be registered on behalf the Company;


 


(B)           second,
Registrable Securities owned by the Holders that are requested to be included in such registration pursuant to this Section 2.2
and that can be sold without having the adverse effect referred to above (or, if necessary, such Registrable Securities pro rata
among the Holders thereof based upon the number of Registrable Securities held by each such Holder); and


 


(C)           third,
Other Securities that are requested to be included in such registration pursuant to the terms of any agreement providing for registration
rights to which the Company is a party that can be sold without having the adverse effect referred to above, pro rata on the basis
of the relative number of such Other Securities owned by such Persons requesting inclusion in such registration.


 


(2)           Cutbacks
in Other Offerings. If the registration referred to in the first sentence of Section 2.2(a) is to be an underwritten registration
other than on behalf of the Company, and the lead underwriter or managing underwriter advises the Company in writing that, in such firm’s
good faith view, the aggregate number of Registrable Securities and Other Securities requested to be included in such registration exceeds
the largest number that can be included in such registration without materially adversely affecting the distribution (including timing
or pricing) of the Registrable Securities and Other Securities proposed to be included in such registration, the Company shall include
in such registration:


 






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(A)           first,
Other Securities held by any holder thereof with a contractual right to include such Other Securities in such registration prior to any
other Person;


 


(B)           second,
Registrable Securities owned by the Holders that are requested to be included in such registration pursuant to this Section 2.2 and
that can be sold without having the adverse effect referred to above (or, if necessary, such Registrable Securities pro rata among
the Holders thereof based upon the number of Registrable Securities held by each such Holder);


 


(C)           third,
Other Securities proposed to be sold by the Company for its own account that can be sold without having the adverse effect referred to
above; and


 


(D)           fourth,
Other Securities owned by any holder thereof with a contractual right to include such Other Securities in such registration that can be
sold without having the adverse effect referred to above, pro rata  on the basis of the relative number of such Other Securities
owned by such Persons requesting inclusion in such registration.


 


2.3          Form S-3
Registration; Shelf Registration.


 


(a)           Notwithstanding
anything in Section 2.1 or Section 2.2 to the contrary, at such time the Company shall have qualified for the use of a Form S-3
under the Securities Act or any successor form thereto, any Founder Registration Party or any Other Holder or Other Holders who beneficially
own not less than 5% of the outstanding Common Stock at the time of determination (each, a “Shelf Registration Party”),
shall have the right to request an unlimited number of registrations of Registrable Securities on Form S-3 (which may, at such Holder’s
request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act) or its successor form, which request
or requests shall (i) specify the number of Registrable Securities intended to be Transferred and the Holders thereof and (ii) state
whether the intended method of Transfer of such Registrable Securities is an underwritten offering or a shelf registration, and upon
receipt of such request, the Company shall use its reasonable best efforts to promptly effect the registration under the Securities Act
of the Registrable Securities so requested to be registered. A requested registration on Form S-3 (or its successor form) in compliance
with this Section 2.3 shall not constitute a Demand. If requested in accordance with this Section 2.3(a), the Company shall
use its reasonable best efforts to:


 


(1)           as
promptly as reasonably practicable, give written notice of the proposed registration, and any related qualification or compliance, to
all other Holders; and


 


(2)           as
promptly as reasonably practicable, file with the SEC and use reasonable best efforts to effect such registration and all such qualifications
and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Shelf
Registration Party’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities of any other Holder joining in such request as are specified in a written request given within 10 days after receipt of such
written notice from the Company; provided, that the Company shall not be obligated to effect any such registration, qualification
or compliance pursuant to this Section 2.3 (or, with respect to a request under Section 2.4, any Shelf Take-Down pursuant to
Section 2.4):


 






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(A)           if
Form S-3 is not available for such registration or offering;


 


(B)           solely
with respect to filing and causing the effectiveness of a registration on Form S-3 or effecting a Marketed Underwritten Shelf Take-Down,
if the Shelf Registration Party, together with the Holders of any Registrable Securities entitled to inclusion in such registration (or
Marketed Underwritten Shelf Take-Down, as applicable), propose to sell Registrable Securities at an aggregate price to the public (net
of any underwriting discounts or commissions) of less than $50 million;


 


(C)           if
the board of directors of the Company determines in good faith after consultation with outside counsel that such Form S-3 registration
would cause the Company to disclose material non-public information, which disclosure (x) would be required to be made in any registration
statement so that such registration statement would not be materially misleading, (y) would not be required to be made at such time
but for the filing or effectiveness of such registration statement and (z) would be materially detrimental to the Company or would
materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving
the Company or any of its Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best interests
of the Company to defer the filing or effectiveness of such registration statement (or, with respect to a Shelf Take-Down under Section 2.4,
the sale of securities of the Company pursuant to such Form S-3 Registration Statement (as defined below)) at such time, then the
Company shall have the right to defer such filing of the Form S-3 Registration Statement (or Shelf Take-Down) for a period of not
more than 120 days after receipt of the request of the Shelf Registration Party under this Section 2.3 (or Section 2.4, as
applicable); provided, that the Company shall not use this right, together with any other deferral or suspension of the Company’s
obligations under Section 2.1 or Section 2.3, more than once in any 12-month period. The Company shall as promptly as reasonably
practicable notify the Selling Holders of the expiration of any period during which it exercised its rights under this Section 2.3(a)(2)(C).
The Company agrees that, in the event it exercises its rights under this Section 2.3(a)(2)(C), it shall use its reasonable best
efforts to, as promptly as reasonably practicable following the expiration of the applicable deferral period, file or update and use
its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred registration statement (or Shelf Take-Down);


 


(D)           solely
with respect to filing and causing the effectiveness of a registration on Form S-3, subject to Section 2.3(d), if the Company
has, within the 120-day period preceding the date of such request, already effected one registration on Form S-3 for a Shelf Registration
Party pursuant to this Section 2.3 (but, for the avoidance of doubt, regardless of whether any Shelf Take-Downs have been effected
during such period); provided, that any such registration shall be deemed to have been “effected” if the registration
statement relating thereto (x) has become or been declared or ordered effective under the Securities Act, and any of the Registrable
Securities of the Shelf Registration Party included in such registration have actually been sold thereunder, and (y) has remained
effective for a period of at least 180 days; or


 






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(E)            in
any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service
of process in effecting such registration, qualification or compliance.


 


(b)           Subject
to the foregoing, the Company shall use its reasonable best efforts to file a registration statement covering the Registrable Securities
so requested to be registered, as promptly as reasonably practicable, after receipt of the request or requests of the Shelf Registration
Party and the other Holders (the “Form S-3 Registration Statement”) and any such Holder may request inclusion
of a plan of distribution in accordance with Section 2.7(i) and/or that such Form S-3 Registration Statement constitute
a shelf offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act (a “Form S-3
Shelf Registration Statement”), in which case the provisions of Section 2.4 shall also be applicable.


 


(c)           If
a Shelf Registration Party intends to distribute the Registrable Securities covered by its request under this Section 2.3 by means
of a Marketed Underwritten Shelf Take-Down pursuant to Section 2.4(b), it shall so advise the Company as a part of its request made
pursuant to this Section 2.3 and, subject to the limitations set forth in Section 2.3(a), the Company shall include such information
in the written notice referred to in Section 2.3(a). In such event, the right of any Holder to include Registrable Securities in
such registration (or Underwritten Shelf Take-Down, as applicable) shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided in this Agreement.
All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision
of this Section 2.3 or Section 2.4, if the lead underwriter or managing underwriter advises the Company in writing that, in
such firm’s good faith view, the aggregate number of Registrable Securities and Other Securities requested to be included in such
registration exceeds the largest number that can be included in such registration without materially adversely affecting the distribution
(including timing or pricing) of the Registrable Securities and Other Securities proposed to be included in such registration, the Company
shall include in such registration:


 


(1)            first,
Registrable Securities owned by the Holders that are requested to be included in such registration pursuant to Section 2.3 and Section 2.4
and that can be sold without having the adverse effect referred to above (or, if necessary, such Registrable Securities pro rata
among the Holders thereof based upon the number of Registrable Securities held by each such Holder); and


 


(2)            second,
Other Securities proposed to be sold by the Company for its own account that can be sold without having the adverse effect referred to
above; and


 


(3)            third,
Other Securities owned by any holder thereof with a contractual right to include such Other Securities in such registration that can be
sold without having the adverse effect referred to above, pro rata  on the basis of the relative number of such Other Securities
owned by such Persons requesting inclusion in such registration.


 






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(d)           Notwithstanding
the foregoing, if the Company shall receive from any Holders of Registrable Securities then outstanding a written request or requests
under Section 2.3 that the Company effect a registration statement on Form S-3 that includes only those items and that information
that is required to be included in parts I and II of such Form, and does not include any additional or extraneous items of information
(e.g., a lengthy description of the Company or the Company’s business) (an “Ordinary S-3 Registration Statement”),
then Section 2.3(a)(2)(D) shall not apply to such Ordinary S-3 Registration Statement request.


 


(e)            Upon
the written request of any Shelf Registration Party (which shall not constitute a Demand), prior to the expiration of effectiveness of
any existing Form S-3 Shelf Registration Statement in accordance with Rule 415, the Company shall use its reasonable best efforts
to file and seek the effectiveness of a new Form S-3 Shelf Registration Statement in order to permit the continued offering of the
Registrable Securities included under such existing Form S-3 Shelf Registration Statement.


 


2.4           Shelf
Take-Downs.


 


(a)           Any
Selling Holder of Registrable Securities included in a Form S-3 Shelf Registration Statement (an “Initiating Shelf Holder”)
may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), in which case
the provisions of this Section 2.4 shall apply.


 


(b)           If
an Initiating Shelf Holder who is a Shelf Registration Party so elects in a written request delivered to the Company (an “Underwritten
Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an underwritten offering (an “Underwritten Shelf
Take-Down”) and, subject to the limitations set forth in the proviso to Section 2.3(a)(2) as modified by Section 2.3(d),
the Company shall file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement (including the filing of
a supplemental prospectus) for such purpose as promptly as reasonably practicable. Such Initiating Shelf Holder who is a Shelf Registration
Party shall indicate in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to involve a
customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters
over a period of at least 48 hours (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf
Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall
use its reasonable best efforts to as promptly as reasonably practicable (but in any event no later than three Business Days after receipt
of such Marketed Underwritten Shelf Take-Down Notice) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf
Holders and shall permit the participation of all such Shelf Holders that request inclusion in such Marketed Underwritten Shelf Take-Down
who respond in writing within five days after the receipt of such notice of their election to participate. The provisions of Section 2.3(c) (other
than the first sentence thereof) shall apply with respect to the right of the Initiating Shelf Holder and any other Shelf Holder to participate
in any Underwritten Shelf Take-Down.


 






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(c)           If
the Initiating Shelf Holder who is a Shelf Registration Party desires to effect an Underwritten Shelf Take-Down that does not constitute
a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), such Initiating Shelf Holder
shall so indicate in a written request delivered to the Company no later than two Business Days prior to the expected date of such Non-Marketed
Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered
and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten
Shelf Take-Down, (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten
Shelf Take-Down (including the delivery of one or more stock certificates representing shares of Registrable Securities to be sold in
such Non-Marketed Underwritten Shelf Take-Down) and (iv) at the option and in the sole discretion of such Initiating Shelf Holder,
an election that such Non-Marketed Underwritten Shelf Take-Down shall be subject to Section 2.4(d) (a “Non-Marketed
Underwritten Shelf Take-Down Piggyback Election”), and, subject to the limitations set forth in the proviso to Section 2.3(a)(2) as
modified by Section 2.3(d), the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its
Form S-3 Shelf Registration Statement (including the filing of a supplemental prospectus) for such purpose as promptly as reasonably
practicable (and in any event within three Business Days).


 


(d)           Upon
receipt from any Shelf Registration Party of a written request pursuant to Section 2.4(c) that contains an affirmative Non-Marketed
Underwritten Shelf Take-Down Piggyback Election, the Company shall provide written notice (a “Non-Marketed Underwritten
Shelf Take-Down Notice”) of such Non-Marketed Underwritten Shelf Take-Down promptly to all Holders (other than the requesting
Shelf Registration Party), which Non-Marketed Underwritten Shelf Take-Down Notice shall set forth (i) the total number of Registrable
Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution
of such Non-Marketed Underwritten Shelf Take-Down, (iii) that each recipient of such Non-Marketed Underwritten Shelf Take-Down Notice
(each, a “Notice Recipient”) shall have the right, upon the terms and subject to the conditions set forth in this
Section 2.4(d), to elect to sell up to its Non-Marketed Take-Down Share and (iv) the action or actions required (including
the timing thereof, which for the avoidance of doubt shall not require any delay in the expected date of such Non-Marketed Underwritten
Shelf Take-Down or extension of the Company’s obligation to file and effect an amendment or supplement to its Form S-3 Shelf
Registration Statement as soon as practicable of the Initiating Shelf Holder’s Non-Marketed Underwritten Shelf Take-Down request
pursuant to Section 2.4(c)) in connection with such Non-Marketed Underwritten Shelf Take-Down with respect to each Notice Recipient
that elects to exercise such right (including the delivery of one or more stock certificates representing shares of Registrable Securities
held by such Notice Recipient to be sold in such Non-Marketed Underwritten Shelf Take-Down). Upon receipt of such Non-Marketed Underwritten
Shelf Take-Down Notice, each such Notice Recipient may elect to sell up to its Non-Marketed Take-Down Share with respect to each such
Non-Marketed Underwritten Shelf Take-Down, by taking such action or actions referred to in clause (iv) above in a timely manner.
If the Shelf Registration Party does not elect to sell all of its Non-Marketed Take-Down Share, the unelected portion of such Non-Marketed
Take-Down Share shall be allocated to the Notice Recipients, pro rata based on their respective Non-Marketed Take-Down Shares.
Notwithstanding the delivery of any Non-Marketed Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any
Non-Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Non-Marketed Underwritten Shelf
Take-Down contemplated by Section 2.4(d) shall be at the discretion of the Initiating Shelf Holder who is a Shelf Registration
Party.


 






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2.5           Selection
of Underwriters. In the event that any registration pursuant to this Article II (other
than a registration under Section 2.2) shall involve, in whole or in part, an underwritten offering, the underwriter or underwriters
shall be designated by the Registration Party (or in the case of a Shelf Take-Down, the Initiating Shelf Holder) that requested such
underwritten offering in accordance with this Article II, which underwriter or underwriters shall be reasonably acceptable to the
Company.


 


2.6          Withdrawal
Rights; Expenses.


 


(a)            A
Selling Holder may withdraw all or any part of its Registrable Securities from any registration or offering (including a registration
effected pursuant to Section 2.1) by giving written notice to the Company of its request to withdraw at any time prior to the earlier
of the effectiveness of the registration statement for such registration or the public announcement of such offering. The Company shall
not be required to pay for any expenses of any registration proceeding begun pursuant to a Demand if the registration request is subsequently
withdrawn at the request of the Selling Holders (in which case all Selling Holders shall bear such expenses pro rata based upon the number
of Selling Holders that were to be included in the withdrawn registration), unless the Selling Holders agree to forfeit their right to
one registration pursuant to Section 2.1. In the case of a withdrawal, any Registrable Securities so withdrawn shall be reallocated
among the remaining participants in accordance with the applicable provisions of this Agreement.


 


(b)           Except
as provided in this Agreement, the Company shall pay all Registration Expenses with respect to a particular offering (or proposed offering).
Except as provided herein, each Selling Holder and the Company shall be responsible for its own fees and expenses of financial advisors
and their internal administrative and similar costs, as well as their respective pro rata shares of underwriting discounts and commissions,
which shall not constitute Registration Expenses.


 


(c)           If
the Registration Party that requested a Demand Registration or the Shelf Registration Party that requested a Marketed Underwritten Shelf
Take-Down pursuant to Section 2.1 or Section 2.4 withdraws all of its Registrable Securities from such Demand Registration or
Marketed Underwritten Shelf Take-Down (a “Withdrawn Offering”), the other applicable Party(ies) or the Company may,
in any of their sole discretion, elect within two Business Days thereafter to have the Company continue such Withdrawn Offering by giving
written notice of such election to the Company and/or the other applicable Parties (a “Continuance Notice”), in which
case such Withdrawn Offering shall proceed in accordance with the applicable provisions of this Agreement as if such Withdrawn Offering
had been initiated by the Party providing the Continuance Notice (which, for the avoidance of doubt, shall not cause any new notice or
consent period with respect to other Holders to occur under this Agreement and shall not otherwise change the requirements for and timing
of any notices and consents under this Agreement as they then exist with respect to such Withdrawn Offering). If a Continuance Notice
is provided by a Registration Party (the “Electing Registration Party”), for the purpose of the limits on number of
Demands set forth in Section 2.1(b), such Withdrawn Offering shall count as use of one Demand by such Electing Registration Party
and shall not count as use of a Demand by the Registration Party that originally requested such Withdrawn Offering. If a Continuance Notice
is provided by the Company, such Withdrawn Registration shall not count as use of a Demand for any Registration Party for the purpose
of the limits on number of Demands set forth in Section 2.1(b). If no Continuance Notice is timely provided with respect to a Withdrawn
Offering, the Company shall abandon the Withdrawn Offering, and such Withdrawn Offering shall count as use of one Demand by the Registration
Party that originally requested such Withdrawn Offering for the purpose of the limits on number of Demands set forth in Section 2.1(b),
unless such Registration Party elects in writing to bear the Registration Expenses for such Withdrawn Offering.


 






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2.7          Registration
and Qualification. If and whenever the Company is under an obligation pursuant to this Agreement
to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in this
Article II, the Company shall use its reasonable best efforts to as promptly as practicable:


 


(a)           Registration
Statement. (i) Prepare and file a registration statement that registers such Registrable Securities, and cause such registration
statement to become effective as promptly as practicable thereafter, and keep such registration statement effective for 180 days or, if
earlier, until the distribution contemplated in the registration statement has been completed; provided, that in the case of any
registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 180-day
period shall be extended, if necessary, to keep the registration statement continuously effective, supplemented and amended to the extent
necessary to ensure that it is available for sales of such Registrable Securities, and to ensure that it conforms with the requirements
of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, until (A) the
Selling Holders have sold all of such Registrable Securities or (B) no Registrable Securities then exist; (ii) furnish to the
lead underwriter or underwriters, if any, and to the Selling Holders who have requested that Registrable Securities be covered by such
registration statement, prior to the filing thereof with the SEC, a copy of the registration statement, and each amendment thereof, and
a copy of any prospectus, and each amendment or supplement thereto (excluding amendments caused by the filing of a report under the Exchange
Act); and (iii) use reasonable best efforts to reflect in each such document, when so filed with the SEC, such comments as such Persons
reasonably may on a timely basis propose;


 


(b)           Amendments;
Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used
in connection therewith as may be necessary to keep such registration statement effective until (A) all of such Registrable Securities
have been disposed of and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Registrable
Securities and (B) if a Form S-3 registration, the expiration of the applicable period specified in Section 2.7(a) and,
if not a Form S-3 registration, the applicable period specified in Section 2.1(e)(iii); provided, that any such required
period shall be extended for such number of days (x) during any period from and including the date any written notice contemplated
by paragraph (f) below is given by the Company until the date on which the Company delivers to the Selling Holders the supplement
or amendment contemplated by paragraph (f) below or written notice that the use of the prospectus may be resumed, as the case may
be, and (y) during which the offering of Registrable Securities pursuant to such registration statement is interfered with by any
stop order, injunction or other order or requirement of the SEC or any other governmental agency or court; provided, further,
that the Company shall have no obligation to a Selling Holder participating on a “piggyback” basis pursuant to Section 2.1(a) or
Section 2.2 in a registration statement that has become effective to keep such registration statement effective for a period beyond
180 days from the effective date of such registration statement. The Company shall respond, as promptly as reasonably practicable, to
any comments received from the SEC and request acceleration of effectiveness, as promptly as reasonably practicable, after it learns
that the SEC will not review the registration statement or after it has satisfied comments received from the SEC. With respect to each
Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by
means of” (as defined in Rule 159A(b) under the Securities Act) such Free Writing Prospectus or other materials without
the prior written consent of the Selling Holders of the Registrable Securities covered by such registration statement, which Free Writing
Prospectuses or other materials shall be subject to the review of counsel to such Selling Holders, and make all required filings of all
Free Writing Prospectuses with the SEC;


 






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(c)           Copies.
Furnish to the Selling Holders and to any underwriter of such Registrable Securities such number of conformed copies of such registration
statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus
included in such registration statement (including each preliminary prospectus, summary prospectus and Free Writing Prospectus), in conformity
with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and
such other documents, as such Selling Holders or such underwriter may reasonably request, and upon request a copy of any and all transmittal
letters or other correspondence to or received from, the SEC or any other Governmental Authority or self-regulatory body or other body
having jurisdiction (including any domestic or foreign securities exchange) relating to such offering;


 


(d)           Blue
Sky. Use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws
of such jurisdictions as the Selling Holders reasonably request and do any and all other acts and things which may be reasonably necessary
or advisable to enable such Selling Holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by
such Selling Holder; provided, however, that the Company shall not be required to qualify generally to do business, subject
itself to general taxation, or consent to general service of process, in any jurisdiction where it would not otherwise be required to
do so but for this Section 2.7(d);


 


(e)           Delivery
of Certain Documents. (i) Furnish to each Selling Holder and to any underwriter of such Registrable Securities an opinion of
counsel for the Company (which opinion (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters,
if any, or, in the case of a non-underwritten offering, to the Selling Holders) dated the date of the closing under the underwriting
agreement (if any) (or if such offering is not underwritten, dated the effective date of the applicable registration statement) covering
the matters customarily covered in opinions requested in sales of securities or underwritten offerings, (ii) in connection with
an underwritten offering, furnish to each Selling Holder and any underwriter of such Registrable Securities a “cold comfort”
and “bring-down” letter signed by the independent public accountants who have audited the financial statements of the Company
included in such registration statement, in each such case covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) as are customarily covered in accountants’ letters delivered to underwriters in
underwritten public offerings of securities and such other matters as any Selling Holder may reasonably request and, in the case of such
accountants’ letter, with respect to events subsequent to the date of such financial statements and (iii) cause such authorized
officers of the Company to execute customary certificates as may be requested by any Selling Holder or any underwriter of such Registrable
Securities;


 



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(f)            Notification
of Certain Events; Corrections. (i) Notify the Selling Holders on a timely basis when a prospectus relating to such Registrable
Securities or any document related thereto includes an untrue statement of a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then existing and furnish to such Selling Holders a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees
of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
and (ii) promptly notify the Holders of Registrable Securities in writing (A) of the receipt by the Company of any notification
with respect to any comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto
or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (B) of the
receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of
such registration statement or prospectus or any amendment or supplement thereto, which the Company will take all reasonable actions
required to prevent the entry of such stop order or remove it if entered after the filing of the registration statement, or the initiation
or threatening of any proceeding for that purpose, and (C) of the receipt by the Company of any notification with respect to the
suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purposes.


 


(g)           Notice
of Effectiveness. Notify the Selling Holders and the lead underwriter or underwriters, if any, and (if requested) confirm such advice
in writing, as promptly as reasonably practicable after notice thereof is received by the Company (i) when the applicable registration
statement or any amendment thereto has been filed or becomes effective and when the applicable prospectus or any amendment or supplement
thereto has been filed, (ii) of any comments by the SEC, (iii) of the issuance by the SEC of any stop order suspending the
effectiveness of such registration statement or any order preventing or suspending the use of any preliminary or final prospectus or
the initiation or threat of any proceedings for such purposes and (iv) of the receipt by the Company of any notification with respect
to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threat
of any proceeding for such purpose;


 


(h)           Stop
Orders. Use its reasonable best efforts to prevent the entry of, and use its reasonable best efforts to obtain as promptly as reasonably
practicable the withdrawal of, any stop order with respect to the applicable registration statement or other order suspending the use
of any preliminary or final prospectus;


 






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(i)            Plan
of Distribution. Promptly incorporate in a prospectus supplement or post-effective amendment to the applicable registration statement
such information as any Selling Holder requests (subject to the agreement of the lead underwriter or underwriters, if any) be included
therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such prospectus
supplement or post-effective amendment as promptly as reasonably practicable after being notified of the matters to be incorporated in
such prospectus supplement or post-effective amendment;


 


(j)            Other
Filings. Use its reasonable best efforts to cause such Registrable Securities to be registered with or approved by such other Governmental
Authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the
disposition of such Registrable Securities;


 


(k)            FINRA
Compliance. Cooperate with each Selling Holder and each underwriter or agent, if any, participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required to be made with FINRA;


 


(l)            Listing.
Use its reasonable best efforts to cause all such Registrable Securities registered pursuant to such registration to be listed and remain
on each securities exchange and automated interdealer quotation system on which identical securities issued by the Company are then listed;


 


(m)           Transfer
Agent; Registrar; CUSIP Number. Provide a transfer agent and registrar (which may be the same entity and which may be the Company)
for such Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date
of the applicable registration statement;


 


(n)           Compliance;
Earnings Statement. Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC,
and make available to each Selling Holder, as soon as reasonably practicable, an earnings statement covering the period of 12 months
beginning within three months after the effective date of the subject registration statement;


 


(o)           Road
Shows. To the extent reasonably requested by the lead or managing underwriters in connection with an underwritten offering pursuant
to Section 2.1 or a Form S-3 underwritten offering pursuant to Section 2.3 and Section 2.4(b), send appropriate officers
of the Company to attend any “road shows” scheduled in connection with any such underwritten offering, with all out of pocket
costs and expenses incurred by the Company or such officers in connection with such attendance to be paid by the Company;


 


(p)           Certificates.
Unless the relevant securities are issued in book-entry form, furnish for delivery in connection with the closing of any offering of
Registrable Securities pursuant to a registration effected pursuant to this Article II unlegended certificates representing ownership
of the Registrable Securities being sold in such denominations as shall be requested by any Selling Holder or the underwriters of such
Registrable Securities (it being understood that the Selling Holders shall use reasonable best efforts to arrange for delivery to the
Depository Trust Company); and


 






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(q)           Reasonable
Best Efforts. Use its reasonable best efforts to take all other steps necessary to effect the registration and offering of the Registrable
Securities contemplated hereby.


 


2.8          Underwriting;
Due Diligence.


 


(a)           If
requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this
Article II, the Company shall enter into an underwriting agreement with such underwriters for such offering, which agreement will
contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting
agreements generally with respect to secondary distributions to the extent relevant, including indemnification and contribution provisions
substantially to the effect and to the extent provided in Section 2.9, and agreements as to the provision of opinions of counsel
and accountants’ letters to the effect and to the extent provided in Section 2.7(e). The Selling Holders on whose behalf the
Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement, and the representations
and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made
to and for the benefit of such Selling Holders and the conditions precedent to the obligations of such underwriters under such underwriting
agreement shall also be conditions precedent to the obligations of such Selling Holders to the extent applicable. Subject to the following
sentence, such underwriting agreement shall also contain such representations and warranties by such Selling Holders and such other terms
and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. No Selling
Holder shall be required in any such underwriting agreement or related documents to make any representations or warranties to or agreements
with the Company or the underwriters other than customary representations, warranties or agreements, and the liability of any Selling
Holder under the underwriting agreement shall be several and not joint and in no event shall the liability of any Selling Holder under
the underwriting agreement be greater in amount than the dollar amount of the proceeds received by such Selling Holder under the sale
of the Registrable Securities pursuant to such underwriting agreement (net of underwriting discounts and commissions).


 


(b)           In
connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act
pursuant to this Article II, the Company shall make available upon reasonable notice at reasonable times and for reasonable periods
for inspection by each Selling Holder, by any lead underwriter or underwriters participating in any disposition to be effected pursuant
to such registration statement, and by any attorney, accountant or other agent retained by any Selling Holder or any lead underwriter,
all pertinent financial and other records, pertinent corporate documents and properties of the Company, and use its reasonable best efforts
to cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s
financial statements to make themselves reasonably available to discuss the business of the Company and to supply all information reasonably
requested by any such Selling Holders, lead underwriters, attorneys, accountants or agents in connection with such registration statement
as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each party referred to in this
clause (b) into customary confidentiality agreements in a form reasonably acceptable to the Company).


 






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(c)           In
the case of an underwritten offering requested by the Registration Parties pursuant to Section 2.1 or Section 2.3 or an Underwritten
Shelf Take-Down pursuant to Section 2.4, the price, underwriting discount and other financial terms for the Registrable Securities
of the related underwriting agreement shall be determined by the Registration Party exercising its Demand or Shelf Registration Party
requesting such Underwritten Shelf Take-Down. In the case of any underwritten offering of securities by the Company pursuant to Section 2.2,
such price, discount and other terms shall be determined by the Company, subject to the right of Selling Holders to withdraw their Registrable
Securities from the registration pursuant to Section 2.6(a).


 


(d)           Subject
to Section 2.8(a), no Person may participate in an underwritten offering (including an Underwritten Shelf Take-Down) unless such
Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the
Persons entitled to approve such arrangements and (ii) completes and executes all customary questionnaires, powers of attorney,
custody agreements, indemnities, underwriting agreement and other documents reasonably required under the terms of such underwriting
arrangements.


 


2.9           Indemnification
and Contribution.


 


(a)            Indemnification
by the Company. In connection with any registration of any Registrable Securities under the Securities Act pursuant to this Agreement,
the Company shall indemnify and hold harmless the Holders of Registrable Securities, each of such Holder’s officers, directors,
employees, members, partners, and advisors and their respective Affiliates, each underwriter, broker or any other Person acting on behalf
of the Holders of Registrable Securities and each other Person, if any, who controls any of the foregoing Persons within the meaning
of the Securities Act against any losses, claims, damages, liabilities, or actions joint or several (or actions in respect thereof),
costs and reasonable expenses (including legal fees and expenses), to which any of the foregoing persons may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact contained in the registration statement under which such
Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein or
otherwise filed with the SEC, any amendment or supplement thereto or any document incident to registration or qualification of any Registrable
Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements
therein in light of the circumstances under which they were made not misleading, or any violation by the Company of the Securities Act
or state securities or blue sky laws applicable to the Company or relating to action or inaction required of the Company in connection
with such registration or qualification under such state securities or blue sky laws; and shall reimburse such Persons for any legal
or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability
or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action (including any legal or other expenses incurred) arises out of or is based upon an untrue statement or allegedly
untrue statement or omission or alleged omission made in said registration statement, preliminary prospectus, final prospectus, amendment,
supplement or document incident to registration or qualification of any Registrable Securities in reliance upon and in conformity with
written information furnished to the Company by the Holders of Registrable Securities specifically for use in the preparation thereof;
provided further, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any
untrue statement, allegedly untrue statement, omission or alleged omission made in any preliminary prospectus but eliminated or remedied
in the final prospectus, such indemnity agreement shall not inure to the benefit of any of such Persons if a copy of such final prospectus
had been made available to such Persons and such final prospectus was not delivered to the purchaser of the Registrable Securities with
or prior to the written confirmation of the sale of such Registrable Securities.


 






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(b)           Indemnification
by Selling Holders. In connection with any registration of Registrable Securities under the Securities Act pursuant to the terms
of this Agreement, each Selling Holder shall severally, and not jointly and severally, indemnify and hold harmless (in the same manner
and to the same extent as set forth in Section 2.9(a)) the Company, each member of the board of directors of the Company, each officer
of the Company who shall sign such registration statement, each underwriter, broker or other person acting on behalf of the Holders of
Registrable Securities and each person who controls any of the foregoing persons within the meaning of the Securities Act with respect
to any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein or otherwise
filed with the SEC, any amendment or supplement thereto or any document incident to registration or qualification of any Registrable
Securities, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company
or such underwriter by such Selling Holder specifically for use in connection with the preparation of such registration statement, preliminary
prospectus, final prospectus, amendment, supplement or document; provided, however, that the maximum amount of liability
in respect of such indemnification shall be in proportion and limited to, in the case of each Selling Holder, to an amount equal to the
net proceeds actually received by such Holder from the sale of Registrable Securities effected pursuant to such registration.


 


(c)            Indemnification
Procedures. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred
to in this Section 2.9, such indemnified party will, if a claim in respect thereof is made against an indemnifying party, give written
notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any
such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party
from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought
against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with
any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying
party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the
defense thereof; provided, however, that if any indemnified party shall have reasonably concluded that there may be one
or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the
indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity
agreement provided hereunder, the indemnifying party shall not have the right to assume the defense of such action on behalf of such
indemnified party (but shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse
such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained
by the indemnified party which is reasonably related to the matters covered by the indemnity agreement provided hereunder. If the indemnifying
party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more
than one counsel with respect to such claim.


 






    23


     


    

 


(d)           Contribution.
If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss,
claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim,
damage, liability or action as well as any other relevant equitable considerations. The relative fault of the indemnifying party and
of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party
or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined
by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein.
No person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any person.


 


(e)           Settlement/Judgement.
In the defense of any claim or litigation pursuant to this Section 2.9, the indemnifying party shall not, without the prior written
consent of the indemnified party, consent to entry of any judgment or enter into any settlement which imposes restrictions or non-monetary
obligations on the indemnified party, nor shall the indemnifying party, without the prior written consent of the indemnified party, consent
to entry of any judgment or enter into any settlement unless such judgment or settlement includes an unconditional release of each indemnified
party from any liabilities arising out of such claim, action or proceeding.


 


(f)            Survival.
The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the Transfer
of Securities.


 


(g)           Limitation
of Selling Holder Liability. The liability of any Selling Holder under this Section 2.9 shall be several and not joint and in
no event shall the liability of any Selling Holder under this Section 2.9 be greater in amount than the dollar amount of the proceeds,
net of underwriting discounts and commissions, received by such Selling Holder from the sale of the Registrable Securities giving rise
to such indemnification/contribution obligation.


 






    24


     


    

 


(h)           Third
Party Beneficiary. Each of the indemnified Persons referred to in this Section 2.9 shall be a third party beneficiary of the
rights conferred to such Person in this Section.


 


2.10        Cooperation;
Information by Holders.


 


(a)           It
shall be a condition of each Selling Holder’s rights under this Article II that such Selling Holder cooperate with the Company
by entering into any undertakings and taking such other action relating to the conduct of the proposed offering which the Company or
the underwriters may reasonably request as being necessary to insure compliance with federal and state securities laws and the rules or
other requirements of FINRA and the stock exchange on which the Common Stock is then listed or which are otherwise customary and which
the Company or the underwriters may reasonably request to effectuate the offering.


 


(b)           Each
Selling Holder shall furnish to the Company such information regarding such Selling Holder and the distribution proposed by such Selling
Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification
or compliance referred to in this Article II. The Company shall have the right to exclude from the registration any Selling Holder
that does not comply with this Section 2.10.


 


(c)           At
such time as an underwriting agreement with respect to a particular underwriting is entered into, the terms of any such underwriting
agreement shall govern with respect to the matters set forth therein to the extent inconsistent with this Article II; provided,
that the indemnification provisions of such underwriting agreement as they relate to the Selling Holders are customary for registrations
of the type then proposed and provide for indemnification by such Selling Holders only with respect to information relating to such Selling
Holder (which information shall be limited to the name of such Selling Holder, the address of such Selling Holder, the number of shares
of Common Stock held by such Selling Holder, the number of shares of Common Stock being offered by such Selling Holder in the offering
and the nature of the beneficial ownership of the Common Stock owned by such Person) furnished in writing to the Company by or on behalf
of such Selling Holder expressly for inclusion in such registration statement (or in any preliminary, final or summary prospectus included
therein) or Disclosure Package, or any amendment thereof or supplement thereto.


 


2.11        Rule 144.
The Company shall use its reasonable best efforts to ensure that the conditions to the availability of Rule 144 under the Securities
Act set forth in paragraph (c) of Rule 144 shall be satisfied. The Company agrees to use its reasonable best efforts to file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act,
at any time after it has become subject to such reporting requirements. Upon the request of any Holder for so long as such information
is a necessary element of such Person’s ability to avail itself of Rule 144, the Company shall deliver to such Person (i) a
written statement as to whether it has complied with such requirements and (ii) a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents so filed as such Person may reasonably request in availing itself of any rule or
regulation of the SEC allowing such Person to sell any such securities without registration.


 






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2.12        Holdback
Agreement. (a) In connection with any underwritten offering pursuant to this Agreement,
each Holder participating as a Selling Holder in such underwritten offering agrees (i) not to effect any sale, distribution or other
Transfer (including sales pursuant to Rule 144) of Common Stock or other equity securities of the Company, or any securities convertible
into or exchangeable or exercisable for such equity securities, during any time period reasonably requested by the managing underwriter(s) of
such underwritten offering, which shall not exceed 90 days, and (ii) if requested by the Company or the managing underwriter(s) for
such underwritten offering, to execute and delivery customary lock-up or similar agreements to the managing underwriter(s). Each Holder
subject to the restrictions of the preceding sentence shall receive the benefit of any shorter “lock-up” period or permitted
exceptions agreed to by the managing underwriter(s) for any underwritten offering pursuant to this Agreement.


 


(b)           In
the case of any underwritten offering pursuant to this Agreement, the Company shall use commercially reasonable efforts to cause any
stockholders that beneficially own 1% or more of the Common Stock (other than the Holders) and its directors and executive officers to
execute any lock-up agreements in form and substance as reasonably requested by the managing underwriters for a time period reasonably
requested by the managing underwriter(s) of such underwritten offering, which shall not exceed 90 days.


 


2.13        Suspension
of Sales. Each Selling Holder, upon receipt of any notice from the Company of any event
of the kind described in Section 2.7(f)(i), shall forthwith discontinue disposition of the Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such holder’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 2.7(f)(i), or until advised in writing by the Company that the use of the prospectus may be resumed,
as the case may be, and, if so directed by the Company, such Selling Holder shall deliver to the Company all copies, other than permanent
file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities at the time of receipt
of such notice.


 


2.14        Third
Party Registration Rights. Nothing in this Agreement shall be deemed to prevent the Company
from providing registration rights to any other Person on such terms as the board of directors of the Company deems desirable in its
sole discretion, so long as (1) such registration rights do not limit the ability of the Registration Parties to require a Demand
Registration or the Shelf Registration Party to request a Marketed Underwritten Shelf Take-Down under this Agreement and (2) such
Person may include Common Stock in a registration only to the extent that the inclusion of such Common Stock will not diminish the amount
of Registrable Securities that are entitled to be included in such registration by the Holders under the terms of this Agreement.


 


2.15        Synthetic
Secondary Offerings. If a Holder elects to conduct an offering of Registrable Securities
pursuant to this Agreement, the Company may, in its sole discretion, elect to conduct a synthetic secondary offering with respect to
such Registrable Securities (i.e. an offering in which the Company sells Common Stock for its account and uses the net proceeds of such
offering to acquire an equal number of Registrable Securities from the Holder that has elected to conduct an offering). In such case,
the Common Stock sold by the Company for its own account shall be treated the same as Registrable Securities being offered by the Holder
for purposes of Sections 2.1(f), 2.2(c)(1), 2.2(c)(2), 2.3(c) and 2.4 and other related provisions of this Agreement.


 






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ARTICLE III


 


MISCELLANEOUS


 


3.1           Notices.
All notices, requests, demands and other communications to any party hereunder shall be made in writing (including facsimile transmission
and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received by non-automated
response) and shall be given:


 


(a)            if
to the Company, to:


 


Clear Secure, Inc.


65 East 55th Street, 17th
Floor


New York, New York 10022


Attention: Matthew Levine, General Counsel and Chief Privacy
Officer

E-mail:


 


With copies (which shall not constitute actual or
constructive notice) to:


 


Paul, Weiss, Rifkind, Wharton & Garrison
LLP


1285 Avenue of the Americas


New York, NY 10019


Attention:
Brian M. Janson


Facsimile:
(212) 492-0588


E-mail:
bjanson@paulweiss.com


 


(b)           if
to the Alclear Investments Holder, to:


 


Alclear Investments, LLC


65 East 55th Street, 17th
Floor


New York, New York 10022


Attention: Caryn Seidman Becker

E-mail:


 


With copies (which shall not constitute actual or
constructive notice) to:


 


Paul, Weiss, Rifkind, Wharton & Garrison
LLP


1285 Avenue of the Americas


New York, NY 10019


Attention: Brian M. Janson


Facsimile: (212) 492-0588


E-mail: bjanson@paulweiss.com


 






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(c)            if
to the Alclear Investments II Holder, to:


 


Alclear Investments, LLC


65 East 55th Street, 17th
Floor


New York, New York 10022


Attention: Kenneth L. Cornick

E-mail:


 


With copies (which shall not constitute actual or
constructive notice) to:


 


Paul, Weiss, Rifkind, Wharton & Garrison
LLP


1285 Avenue of the Americas


New York, NY 10019


Attention: Brian M. Janson


Facsimile: (212) 492-0588


E-mail: bjanson@paulweiss.com


 


(d)           if
to any Additional Holder, to the addresses and other contact information set forth on Annex A to this Agreement (it being understood
that any Holder may, from time to time, update any address and/or other contact information for itself on Annex A by providing
written notice of such update to the Company and the other Holders), or to such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the other parties 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. New York City time 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.


 


3.2          Section Headings.
The article and section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation
of this Agreement. References in this Agreement to a designated “Article” or “Section” refer to an Article or
Section of this Agreement unless otherwise specifically indicated.


 


3.3          Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.


 


3.4          Consent
to Jurisdiction and Service of Process. The Parties 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 by this Agreement (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 3.1 shall
be deemed effective service of process on such Party.


 






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3.5          Waiver
of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


3.6          Amendments;
Termination. This Agreement may be amended only by an instrument in writing executed by
the Company and the Holders holding a majority of the Registrable Securities at the time of determination. Any such amendment will apply
to all Holders equally, without distinguishing between them. This Agreement will terminate as to any Holder when it no longer holds any
Registrable Securities. This Agreement will no longer be applicable to Registrable Securities that are registered in a Public Offering
on The New York Stock Exchange, Nasdaq National Market or any successor thereto or any other U.S. securities exchange on which shares
issued by the Company are then so qualified or listed or are sold pursuant to a brokers’ transaction or a transaction directly
with a market maker, including a sale pursuant to Rule 144 of the Securities Act or any similar rule or successor rule promulgated
for similar purposes.


 


3.7          Specific
Enforcement. The Parties acknowledge that the remedies at law of the other Parties for a
breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any Party to this Agreement, without
posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form
of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then
be available.


 


3.8          Entire
Agreement. This Agreement constitutes the entire agreement and understanding of the Parties
with respect to the transactions contemplated by this Agreement. The registration rights granted under this Agreement supersede any registration,
qualification or similar rights with respect to any Registrable Securities granted under any other agreement at any time, and any of
such preexisting registration rights are hereby terminated.


 


3.9          Severability.
The invalidity or unenforceability of any specific provision of this Agreement shall not invalidate or render unenforceable any of its
other provisions. Any provision of this Agreement held invalid or unenforceable shall be deemed reformed, if practicable, to the extent
necessary to render it valid and enforceable and to the extent permitted by law and consistent with the intent of the Parties to this
Agreement.


 


3.10        Counterparts.
This Agreement may be executed in multiple counterparts, including by means of facsimile or .pdf, each of which shall be deemed an original,
but all of which together shall constitute the same instrument.


 


[Signature Page Follows]





 






    29


     


    

 


IN WITNESS WHEREOF, the Parties have caused this
Agreement to be duly executed and delivered as of the date first set forth above.


 


	 	CLEAR SECURE, INC.



 


	 	By:	 







	 	Name:
	 	Title:




 


[Signature Page to Registration Rights Agreement]




 






    


     


    

 








	 	ALCLEAR INVESTMENTS, LLC




 


	 	By:	 







	 	Name:
	 	Title:






 


[Signature Page to Registration Rights Agreement]








 






    


     


    

 


	 	ALCLEAR INVESTMENTS II, LLC




 


	 	By:	 







	 	Name:
	 	Title:






 


[Signature Page to Registration Rights Agreement]








 






    


     


    

 


	 	Additional holders




 


	 	 
	 	[Additional Holders]



 


[Signature Page to Registration Rights Agreement]












 






    


     


    

 


Annex A


 


Contact Information


 


	Additional
    Holder	Address
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 












    


     


    

 


Annex B




 


FORM OF

JOINDER AGREEMENT


 


The undersigned is executing and delivering this
Joinder Agreement pursuant to that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented
or otherwise modified in accordance with the terms thereof, the “Registration Rights Agreement”), by and among Clear
Secure, Inc., Alclear Investments, LLC, Alclear Investments II, LLC and the other Persons who execute the signature pages thereto
under the heading “Additional Holders.” Capitalized terms used but not defined in this Joinder Agreement shall have the respective
meanings ascribed to such terms in the Registration Rights Agreement.


 


By executing and delivering this Joinder Agreement
to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective
commencing on the date hereof and as a condition to the undersigned’s becoming a Transferee of Registrable Securities, to be bound
by and comply with the provisions of, the Registration Rights Agreement, including Section 2.12 therein, in the same manner as if
the undersigned were an original signatory to the Registration Rights Agreement.


 


The undersigned acknowledges and agrees that Article III
of the Registration Rights Agreement is incorporated herein by reference, mutatis mutandis.


 


Accordingly, the undersigned has executed and delivered
this Joinder Agreement as of the __ day of ____________, _____.


 
	 	 
	 	(Signature of Transferee)



 


	 	 
	 	(Print Name of Transferee)



 


	 	Address:	 
	 	 
	 	 



 


	 	Telephone:	 






	 	Facsimile:	 






	 	Email:	 




 












    


     


    

 


AGREED AND ACCEPTED


as of the ____ day of ____________,
_____.


 


CLEAR SECURE, INC.


 


	By:	 	 
	 	Name:	 
	 	Title:	 




 












    


     


    

 


Annex C




 


FORM OF

SPOUSAL CONSENT


 


In
consideration of the execution of that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented
or otherwise modified in accordance with the terms thereof, the “Registration Rights Agreement”), by and among Clear
Secure, Inc., Alclear Investments, LLC, Alclear Investments II, LLC and the other parties thereto, I, ____________________,
the spouse of ___________________________, who is a party to the Registration Rights Agreement, do hereby join with my spouse in executing
the foregoing Registration Rights Agreement and do hereby agree to be bound by all of the terms and provisions thereof, in consideration
of Transfer of Registrable Securities and all other interests I may have in the shares and securities subject thereto, whether the interest
may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our
residence as of the date of signing this consent. Capitalized terms used but not defined herein shall have the meaning ascribed to such
terms in the Registration Rights Agreement.


 


	Dated as of _______ __, ____	 
	 	(Signature of Spouse)
	 	 
	 	 
	 	(Print Name of Spouse)