Transaction Details

Footnotes

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"), non-voting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class D Common Stock of the Issuer ("Class D Common Stock"), were exchanged for Class B common stock of the Issuer ("Class B Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. | 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 of Alclear. | Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation). | Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock was converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.