160 Blackfriars Road
London SE1 8EZ
June 1, 2020
To the Investor Shareholders and the Sponsor Holders
Under the Below-Referenced Registration Rights Agreement
Re:Waiver and Second Amendment to Registration Rights Agreement
We refer to the Amended and Restated Registration Rights Agreement, dated as of May 13, 2019, by and among Clarivate Plc (f/k/a/ Clarivate Analytics Plc), a public limited company organized under the laws of the Island of Jersey (the “Company”), Churchill Capital Corp, a Delaware corporation, Churchill Sponsor LLC, a Delaware limited liability company, and the other Holders identified on the signature pages thereto (as amended through the date hereof, the “Registration Rights Agreement”); capitalized terms being used herein as therein defined. We also refer to the Sponsor Agreement dated January 14, 2019, as amended, by and among Churchill Capital Corp., Camelot Holdings (Jersey) Limited, a private limited company organized under the laws of the Island of Jersey, the Company and other parties thereto (the “Sponsor Agreement”).
The Onex Shareholders have made a written request on May 28, 2020 pursuant to Section 2.1.1 of the Registration Rights Agreement to the Company for the Registration of certain Registrable Securities held by the Onex Shareholders (the “Onex Demand Registration”).
The Company has requested, and you have agreed, to waive any and all notice, registration, piggy-back and other rights of Holders (other than the rights of the Investor Shareholders) under the Registration Rights Agreement solely in connection with the sale of certain Registrable Securities held by the Investor Shareholders pursuant to the Onex Demand Registration (the “Secondary Offering”). Such waiver as contemplated herein will expire and have no continuing force and effect if the sale of all Registrable Securities requested by the Investor Shareholders to be included in the Secondary Offering is not consummated by June 30, 2020. The parties hereto acknowledge that such waiver is without prejudice to the Company’s ability (i) to offer and sell up to 14,000,000 newly issued ordinary shares on its own behalf in connection with the Secondary Offering or (ii) to offer to include in the Demand Registration Statement for the Secondary Offering up to 9,752,991 Registrable Securities held by such Holders (other than the Investor Shareholders) as the Company may determine and designate in its sole discretion (provided that the inclusion of such Registrable Securities in such Demand Registration Statement does not reduce the number of Registrable Securities requested and permitted to be sold by the Investor Shareholders in the Secondary Offering).
In addition, the Board of Directors of the Company at its meeting held on January 31, 2020, approved an amendment to the Sponsor Agreement, which amendment was entered into on the date hereof, to, among other things, waive the stock price level performance condition described in Section 5(b) of the Sponsor Agreement with respect to the Merger Shares (as defined in the Sponsor Agreement). The Company has requested, and you have agreed, that Section 2.3 of the Registration Rights Agreement be hereby amended and restated in its entirety as follows: “Notwithstanding anything to the contrary contained in this Agreement, no Registration Statement shall become effective, (a) with respect to any Registrable Securities held by any Sponsor Holder (other than the Merger Shares, as such term is defined
in the Sponsor Agreement), until after the expiration of the Founder Shares Lock-up Period, and (b) with respect to any Registrable Securities held by any Investor Shareholder, until after the expiration of the Investor Shareholder Lock-up Period.”
Kindly confirm your agreement to the foregoing by signing in the space provided below, whereupon the Registration Rights Agreement shall be deemed amended (and the waiver thereunder granted) pursuant to Sections 7.2 and 8.5 thereof on the terms specified above as of the date first above written. Except as amended hereby, the Registration Rights Agreement shall continue, without amendment, in full force and effect from and after the date first above written.
This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of law.
Very truly yours,
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/s/ Jerre L. Stead
Jerre L. Stead
Chief Executive Officer