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The Following Is an Investment Opinion Issued by Spruce Point Capital Management Believes CLEAR’s Pressures Are Likely to Intensify Given Short-Term Challenges With Travel Demand and Longer-Term Questions About Its Product and Service Viability Observes That CLEAR Has Flushed More Cash to Related-Parties Over the Past Three Years Than Internal R&D, CapEx or Synergistic Acquisitions Believes Investors Should Be Concerned by CLEAR’s Accounting and Financial Reporting, Particularly Its Active Users and Gross Margins Which We Believe Are Overstated by Sell-Side Analysts and Financial Data Providers by Approximately 24% Expresses Concerns About the Revolving Door In Leadership, Increased Insider Stock Sales and Growing Governance Rift Believes That CLEAR’s Valuation Is Miscalculated and Its Shares Trade at an Irrational Premium to Peers and Sees 30% – 50% Potential Intermediate-Term Downside Risk
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