Exhibit 10.4


 


 


TAX RECEIVABLE AGREEMENT


 


among


 


CLEAR SECURE, INC.,




 


and


 


THE
PERSONS NAMED HEREIN


 





 






 


Dated
as of [●], 2021


 





 






 


 



     


     


    




 


TABLE OF CONTENTS


 


Page





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



 






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	Section 7.11	 	Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets	23
	Section 7.12	 	Confidentiality	23
	Section 7.13	 	Change in Law	23
	Section 7.14	 	Member Representative	24
	Section 7.15	 	Partnership Agreement	25



 






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TAX RECEIVABLE AGREEMENT


 


This TAX RECEIVABLE AGREEMENT (as amended from time
to time, this “Agreement”), dated as of [●], 2021, is hereby entered into by and among Clear Secure, Inc.,
a Delaware corporation (the “Corporate Taxpayer”), Alclear Investments, LLC, a Delaware limited liability company,
and Alclear Investments II, LLC, a Delaware limited liability company (together with their direct and indirect equity owners, the “Founder
Entities”) each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each,
excluding the Corporate Taxpayer, the “Members”).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


Article I


 


DEFINITIONS


 


Section 1.01     Definitions.


 


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


 


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


 


“Agreed Rate” means LIBOR plus
100 basis points.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Basis Adjustment” means the adjustment
to the tax basis of a Reference Asset under Sections 732, 755 and 1012 of the Code and the Treasury Regulations promulgated thereunder
(in situations where, as a result of one or more Exchanges, OpCo becomes an entity that is disregarded as separate from its owner for
U.S. federal income tax purposes) or under Sections 734(b), 743(b) and 755 of the Code and the Treasury Regulations promulgated thereunder
(in situations where, following an Exchange, OpCo remains in existence as an entity for U.S. federal income tax purposes) and, in each
case, comparable sections of state and local tax laws, as a result of (i) an Exchange and (ii) the payments made pursuant to
the Tax Receivable Agreement. For the avoidance of doubt, the amount of any Basis Adjustment resulting from an Exchange of one or more
Common Units shall be determined without regard to any Pre-Exchange Transfer of such Common Units and as if any such Pre-Exchange Transfer
had not occurred.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Default Rate” means LIBOR plus
500 basis points.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 






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


 


Article II


 


DETERMINATION OF REALIZED TAX BENEFIT


 


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


 


Section 2.02     Realized
Tax Benefit and Realized Tax Detriment.


 


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


 






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


 


Section 2.03     Procedures,
Amendments.


 


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


 






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


 


Article III


 


TAX BENEFIT PAYMENTS


 


Section 3.01     Payments.


 


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


 






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


 


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


 


Article IV


 


TERMINATION


 


Section 4.01     Termination,
Early Termination and Breach of Agreement.


 


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


 


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


 






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


 






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


 


Section 4.03     Payment
upon Early Termination.


 


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


 


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


 






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


 


Article V

SUBORDINATION AND LATE PAYMENTS


 


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


 


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


 






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Article VI

NO DISPUTES; CONSISTENCY; COOPERATION


 


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


 


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


 


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


 






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Article VII

MISCELLANEOUS


 


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


 


If to the Corporate Taxpayer, to:


 


Clear Secure, Inc.

65 East 55th Street, 17th Floor

New York, NY 10022

Attention: Matthew Levine, General Counsel and Chief Privacy Officer

E-mail:


 


With copies (which shall not constitute notice) to:


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP 


1285 Avenue of the Americas 


New York, NY 10019-6064 


Facsimile No.: (212) 757-3990 


		Attention:	Brian M. Janson



		E-mail:	bjanson@paulweiss.com



 


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


 


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


 


Section 7.02     Binding
Effect; Benefit; Assignment.


 


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


 


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


 






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Section 7.03     Resolution
of Disputes.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 






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


 


[Remainder of Page Intentionally Left Blank]





 






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


 


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



 


[Signature Page to Tax Receivable Agreement]


 






      


     


    

 


	 	MEMBERS:
	 	 
	 	 
	 	ALCLEAR INVESTMENTS, LLC
	 	 
	 	By:	                            
	 	Title:



 


[Signature Page to Tax Receivable Agreement]


 






      


     


    

 


	 	[OTHERS]
	 	 
	 	By:	                     



 


[Signature Page to Tax Receivable Agreement]


 






      


     


    

 


Exhibit A 


Form of Joinder


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






      


     


    

 


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


 


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