Kenneth L. Cornick - 30 Jun 2021 Form 3 Insider Report for Clear Secure, Inc. (YOU)

Footnote F1

Shares of Class B common stock of the Issuer (?Class B Common Stock?) have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).

Footnote F2

Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock will automatically convert into a share of Class A common stock of the Issuer (?Class A Common Stock?) on a one-for-one basis, and each share of Class D common stock of the Issuer (?Class D Common Stock?) will automatically convert into a share of Class C common stock of the Issuer on a one-for-one basis (i) at the option of the holder, (ii) immediately prior to any sale or other transfer of such share to a person or entity that is not a member of the reporting person?s permitted ownership group as described in the Issuer?s Certificate of Incorporation, (iii) upon the fifth anniversary of the consummation of the Issuer?s initial public offering, (iv) with respect to any shares of Class B Common Stock or Class D Common Stock held by the reporting person or any other person in the reporting person?s permitted ownership group, (continued in FN3)

Footnote F3

(continued from FN2) (a) such time as the reporting person is removed as a director from the board of directors of the Issuer with such reporting person?s consent, (b) upon the violation of any material non-compete or non-solicitation covenants by the reporting person set forth in any written agreement entered into by the Issuer and the reporting person on or after the filing and effectiveness of the Issuer?s Certificate of Incorporation, which violation is finally determined by a court of competent jurisdiction or (c) upon the death or disability (as defined in the Issuer?s Certificate of Incorporation) of the reporting person or (v) if the reporting person and its permitted transferees cease to hold or control, in the aggregate, at least 25% of the aggregate shares of the Class B Common Stock and Class D Common Stock held by or subject to the voting control of such reporting person and its permitted transferees as of the consummation of the Issuer?s initial public offering.

Footnote F4

Alclear Investments II, LLC is controlled by Mr. Cornick, its sole manager, who has dispositive control and voting control over the shares held by Alclear Investments II, LLC.

Footnote F5

Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC (?Alclear?) and the equityholders of Alclear (the ?Exchange Agreement?), vested non-voting common units of Alclear (?Common Units?), together with a corresponding number of shares of Class D Common Stock, may be exchanged for, at the Issuer?s option, (i) shares of Class B Common Stock on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale of shares of Class A Common Stock (based on the market price of the Class A Common Stock in such public offering or private sale). The exchange rights under the Exchange Agreement do not expire. A portion of the Common Units remain unvested until October 15, 2021.

Footnote F6

Shares of Class D Common Stock have 20 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of Common Units held.

Footnote F7

Represents restricted stock units (?RSUs?), each of which represents a contingent right to receive a share of Class A Common Stock following the vesting date. The RSUs will vest on December 31, 2021, generally subject to the reporting person?s continued service.

Footnote F8

Each performance restricted stock unit (?PSU?) represents a contingent right to receive a share of Class A Common Stock following the vesting date. The PSUs vest if and when the Issuer's stock price achieves specified price per share targets over a five-year period of time following the closing of the Issuer?s initial public offering, which is expected to close on July 2, 2021.