CLARIVATE ANALYTICS PLC (A public limited company incorporated under the laws of Jersey, Channel Islands) 20,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2020 • Clarivate Analytics PLC • Services-computer processing & data preparation • New York
CLARIVATE PLC (A public limited company incorporated under the laws of Jersey, Channel Islands) 25,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • New York
Clarivate Plc, a public limited company incorporated under the laws of Jersey, Channel Islands (the “Company”) and the persons listed in Schedule B hereto as Selling Shareholders (the “Selling Shareholders”) confirm their respective agreements with Citigroup Global Markets Inc. (“Citigroup”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of ordinary shares, no par value per share, of the Company (“Ordinary Shares”) as set forth in Schedules A and B hereto (such Ordinary Shares, the “Initial Securities”) and (ii) the grant by the Selling Shareholders to the Unde
UNDERWRITING AGREEMENTUnderwriting Agreement • September 3rd, 2019 • Clarivate Analytics PLC • Services-computer processing & data preparation • New York
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • February 1st, 2024 • Clarivate PLC • Services-computer processing & data preparation • New York
WHEREAS, (i) certain of the Borrowers are party to that certain Credit Agreement originally dated as of October 3, 2016 (as amended, supplemented or otherwise modified, the “Existing Credit Agreement”) by and among, inter alios, Holdings, UK Holdco, certain of the Borrowers, certain Restricted Subsidiaries party thereto as Subsidiary Guarantors, the Lenders and Issuing Lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and (ii) the Lux Borrower is party, as issuer, to that certain Indenture dated as of October 3, 2016 (as amended, supplemented or otherwise modified, the “Existing Senior Notes Indenture”) by and among, inter alios, the Lux Borrower, certain Restricted Subsidiaries party thereto as Subsidiary Guarantors and Wilmington Trust, National Association, as trustee, pursuant to which the Lux Borrower has issued those certain 7.875% Senior Notes due 2024 in an aggregate principal amount of $500,000,000 (the “Existing Senior Notes”);
CLARIVATE SCIENCE HOLDINGS CORPORATION as Issuer and the Guarantors from time to time party hereto 3.875% Senior Secured Notes due 2028 INDENTURE Dated as of August 19, 2021 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Collateral AgentIndenture • August 19th, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • New York
form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
INCREMENTAL FACILITY AMENDMENTIncremental Facility Amendment • April 5th, 2022 • CLARIVATE PLC • Services-computer processing & data preparation • New York
CREDIT AGREEMENT (this “Agreement”), dated as of October 31, 2019 and as amended by the Incremental Facility Amendment dated as of February 28, 2020 and the Incremental Facility Amendment dated as of October 1, 2020, among Camelot UK Holdco Limited, a private limited liability company incorporated under the laws of England and Wales with registered number 10314173 (“Holdings”), Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales with registered number 10267893 (“UK Holdco”), the borrowers listed on Schedule 1.1G hereto (collectively, the “US Borrowers”), Camelot Finance S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 14, rue Edward Steichen, L-2540 Luxembourg and registered with the Luxembourg Trade and Companies Register (the “Companies Register”) under number B 208514 (the “Lux Borrower” and, to
CLARIVATE PLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2020 • CLARIVATE PLC • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of October 1, 2020 (this “Agreement”) is entered into by and among CLARIVATE PLC, a public limited company organized under the laws of the Island of Jersey (the “Company”), the KEVLAR INVESTORS (as defined below), the ONEX INVESTORS (as defined below), the BARING INVESTORS (as defined below), the CHURCHILL FOUNDERS (as defined below), in each case listed on the signature pages hereto, and each other INVESTOR (as defined below) from time to time party hereto.
ContractSettlement Agreement • May 9th, 2022 • CLARIVATE PLC • Services-computer processing & data preparation
THIS SETTLEMENT AGREEMENT is dated 7th January 2022 and is made between Clarivate Analytics (UK) Limited of 70 St. Mary Axe, London EC3A 8BE (the “Company”) and Mukhtar Ahmed of [ADDRESS REDACTED] (“you” and “your”).
ContractSupplemental Indenture • December 1st, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 1, 2021, among the entities listed on Schedule E hereto (each entity, a “New Guarantor” and collectively the “New Guarantors”), each a subsidiary of Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales (“UK Holdco”), Clarivate Science Holdings Corporation, a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
CLARIVATE PLC INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 1st, 2020 • CLARIVATE PLC • Services-computer processing & data preparation • New York
THIS INVESTOR RIGHTS AGREEMENT dated as of October 1, 2020 (this “Agreement”) is entered into by and among CLARIVATE PLC, a public limited company organized under the laws of the Island of Jersey (the “Company”), CAPRI ACQUISITIONS TOPCO LIMITED, a private company limited by shares incorporated under the laws of the Island of Jersey (“Seller Holdco”), REDTOP HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of the Island of Jersey (“Seller”), each INVESTOR party hereto, each CHURCHILL FOUNDER party hereto, and, solely for the purposes of Section 4.01 and Section 4.05, each SPONSOR party hereto.
CLARIVATE ANALYTICS PLC AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Dated as of January 14, 2019Shareholder Agreement • April 24th, 2019 • Clarivate Analytics PLC • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of January 14, 2019, is made by and among (i) Camelot Holdings (Jersey) Limited, a private limited company organized under the laws of the Island of Jersey (“CHJL”), (ii) Clarivate Analytics PLC, a public limited company organized under the laws of the Island of Jersey (the “Company”), (iii) the parties listed under the heading “Onex Shareholders” on the Shareholder Schedule as of the date hereof (collectively, the “Initial Onex Shareholders”), (iv) the party listed under the heading “Baring Shareholders” on the Shareholder Schedule as of the date hereof (the “Initial Baring Shareholder”) and (v) the individuals listed from time to time under the heading “Management Shareholders” on the Shareholder Schedule (the “Management Shareholders”).
INVESTMENT AGREEMENTInvestment Agreement • March 4th, 2024 • Clarivate PLC • Services-computer processing & data preparation • New York
THIS INVESTMENT AGREEMENT dated as of March 4, 2024 (this “Agreement”) is entered into by and among CLARIVATE PLC, a public limited company, organized under the laws of the Island of Jersey (the “Company”), and EXOR N.V., a public limited liability company, incorporated under the laws of the Netherlands (the “Shareholder”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 6th, 2024 • Clarivate PLC • Services-computer processing & data preparation • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 14, 2022, among the Guarantors listed on Annex I attached hereto (each a “New Guarantor” and collectively the “New Guarantors”), each a subsidiary of Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales (“UK Holdco”), Camelot Finance S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 14 rue Edward Steichen, L-2540 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 208514 (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and collateral agent (“the Collateral Agent”).
CLARIVATE ANALYTICS PLC Friars House 160 Blackfriars Road London SE1 8EZRegistration Rights Agreement • June 1st, 2020 • CLARIVATE PLC • Services-computer processing & data preparation • New York
We refer to the Amended and Restated Registration Rights Agreement, dated as of May 13, 2019, by and among 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 (the “Registration Rights Agreement”); capitalized terms being used herein as therein defined.
Churchill Capital Corp New York, NY 10019 Camelot Holdings (Jersey) Limited Friars House London SE1 8EZ United KingdomSponsor Agreement • February 27th, 2019 • Clarivate Analytics PLC • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Churchill Capital Corp, a Delaware corporation (“Acquiror”), Clarivate Analytics Plc, a public limited company organized under the laws of the Island of Jersey (“Holdings”), Camelot Holdings (Jersey) Limited, a private limited company organized under the laws of the Island of Jersey (the “Company”), and the other parties thereto (the “Merger Agreement”) and hereby amends and restates in its entirety that certain letter, dated September 6, 2018, from Churchill Sponsor LLC (the “Sponsor”) and each of the undersigned individuals (each, a “Founder” and collectively, the “Founders”) to Acquiror (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 11 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger
FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLANTax Benefits Preservation Plan • March 1st, 2023 • CLARIVATE PLC • Services-computer processing & data preparation • Delaware
FIRST AMENDMENT (this “Amendment”), dated as of January 6, 2023, to the Tax Benefits Preservation Agreement (the “Tax Benefits Preservation Plan”), dated as of December 22, 2022, between Clarivate Plc, a no par value public limited company formed under the laws of Jersey (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Tax Benefits Preservation Plan.
Employment AgreementEmployment Agreement • May 8th, 2024 • Clarivate PLC • Services-computer processing & data preparation
We are pleased to extend you this offer to be employed by Ex Libris Ltd., company number 511138026 of Technology Park, Malha, Jerusalem. This letter sets forth the terms of your employment, which, if you accept by countersigning below, will govern your employment with Ex Libris Ltd. as of May 1, 2023 (“Commencement Date”).
August 29, 2022 Mr. Andrew M. Snyder Cambridge Information GroupDirector Nomination Agreement • September 1st, 2022 • CLARIVATE PLC • Services-computer processing & data preparation
SUPPLEMENTAL INDENTURESupplemental Indenture • May 10th, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 30, 2021, among the Guarantors listed on Annex I attached hereto (each a “New Guarantor” and collectively the “New Guarantors”), each a subsidiary of Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales (“UK Holdco”), Camelot Finance S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 14 rue Edward Steichen, L-2540 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 208514 (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and collateral agent (“the Collateral Agent”).
PURCHASE AGREEMENTPurchase Agreement • July 29th, 2020 • CLARIVATE PLC • Services-computer processing & data preparation • Delaware
PURCHASE AGREEMENT (this “Agreement”) dated as of July 29, 2020 by and among Camelot UK Bidco Limited, a private company limited by shares incorporated under the laws of England and Wales (“UK Buyer”), Clarivate IP (US) Holdings Corporation, a Delaware corporation (“US Buyer”, and together with UK Buyer, the “Buyers”), Clarivate PLC, a public limited company organized under the laws of the Island of Jersey (“Buyer Parent” and together with the Buyers, the “Buyer Parties”) and Redtop Holdings Limited, a private company limited by shares incorporated under the laws of the Island of Jersey (“Seller”, and Seller and Buyer Parties, collectively, the “Parties”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • May 4th, 2020 • Clarivate Analytics PLC • Services-computer processing & data preparation • Delaware
AMENDMENT NO. 1 dated as of April 10, 2020 (this “Amendment”) to the Amended and Restated Shareholders Agreement, dated as of January 14, 2019, by and among (i) Camelot Holdings (Jersey) Limited, a private limited company organized under the laws of the Island of Jersey, (ii) Clarivate Analytics Plc, a public limited company organized under the laws of the Island of Jersey (the “Company”), (iii) the Initial Onex Shareholders, (iv) the Initial Baring Shareholder and (v) the Management Shareholders (the “Shareholders Agreement”). Capitalized terms used but not defined herein are used as defined in the Shareholders Agreement.
CLARIVATE ANALYTICS PLC Friars House 160 Blackfriars Road London SE1 8EZ United KingdomSponsor Agreement • September 3rd, 2019 • Clarivate Analytics PLC • Services-computer processing & data preparation
Reference is made to the Sponsor Agreement, dated January 14, 2019 (as amended, the “Sponsor Agreement”) by and among Churchill Capital Corp, a Delaware corporation (“Churchill”), Camelot Holdings (Jersey) Limited, a private limited company organized under the laws of the Island of Jersey (the “Company”), Clarivate Analytics Plc, a public limited company organized under the laws of the Island of Jersey (“Holdings”), Churchill Sponsor LLC, a Delaware limited liability company (“Sponsor”), Garden State Capital Partners LLC, a Delaware limited liability company, and the Founders (as defined therein). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Sponsor Agreement.
director INDEMNITY AGREEMENTDirector Indemnity Agreement • April 15th, 2019 • Clarivate Analytics PLC • Services-computer processing & data preparation • Jersey
TAX BENEFITS PRESERVATION PLAN dated as of December 22, 2022 between CLARIVATE PLC, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights AgentTax Benefits Preservation Plan • December 22nd, 2022 • CLARIVATE PLC • Services-computer processing & data preparation • Delaware
TAX BENEFITS PRESERVATION PLAN (this “Tax Benefits Preservation Plan”) dated as of December 22, 2022 between Clarivate Plc, a no par value public limited company formed under the laws of Jersey (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 6th, 2024 • Clarivate PLC • Services-computer processing & data preparation • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 13, 2024, among the Guarantors listed on Annex I attached hereto (each, a “New Guarantor” and collectively, the “New Guarantors”), each a subsidiary of Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales (“UK Holdco”), Camelot Finance S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 16 rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 208514 (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and collateral agent (“the Collateral Agent”).
CLARIVATE PLC Friars HouseRegistration Rights Agreement • June 19th, 2020 • CLARIVATE PLC • Services-computer processing & data preparation • New York
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.
CLARIVATE PLC Friars House 160 Blackfriars Road London SE1 8EZRegistration Rights Agreement • June 1st, 2020 • CLARIVATE PLC • Services-computer processing & data preparation • New York
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”).
ContractAmendment No. 1 • February 27th, 2019 • Clarivate Analytics PLC • New York
AMENDMENT NO. 1, dated as of April 6, 2017 (this “Amendment”), among Camelot UK Holdco Limited, a private limited liability company incorporated under the laws of England and Wales with registered number 10314173 (“Holdings”), Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales with registered number 10267893 (“UK Holdco”), Camelot Finance S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg having its registered office at 14, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under the number B 208514 (the “Lux Company Borrower”), Camelot Finance LP, a Delaware limited partnership (the “US Tower Borrower”), Camelot Cayman LP, a Cayman Islands exempted limited partnership acting by its general partner, 2530842 Ontario Inc. (the “FHC Tower Borrower” and, together with the
Re: Amendment to Sponsor AgreementSponsor Agreement • April 1st, 2019 • Clarivate Analytics PLC • Services-computer processing & data preparation
Reference is made to the Sponsor Agreement dated January 14, 2019 (the “Sponsor Agreement”) by and among Churchill Capital Corp, a Delaware corporation, Camelot Holdings (Jersey) Limited, a private limited company organized under the laws of the Island of Jersey (the “Company”), Clarivate Analytics Plc, a public limited company organized under the laws of the Island of Jersey (“Holdings”), Churchill Sponsor LLC, a Delaware limited liability company, Garden State Capital Partners LLC, a Delaware limited liability company, and the Founders (as defined therein). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Sponsor Agreement.
OPTION AGREEMENT GRANT NOTICEOption Agreement • March 2nd, 2020 • Clarivate Analytics PLC • Services-computer processing & data preparation
Unless otherwise defined herein, the terms defined in the Camelot Holdings (Jersey) Limited 2016 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).
AMENDMENT NO. 2 TO TRANSACTION AGREEMENTTransaction Agreement • December 1st, 2021 • CLARIVATE PLC • Services-computer processing & data preparation
This AMENDMENT NO. 2, dated as of November 12, 2021 (this “Amendment”), to the Transaction Agreement, dated as of May 15, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Clarivate Plc, a public limited company organized under the laws of the Island of Jersey (“Cornell Parent”), ProQuest Holdings LLC, a Delaware limited liability company (“Penn Parent”), Cambridge Information Group III LLC, a Delaware limited liability company, in its capacity as the representative of the Equityholders as set forth therein (the “Equityholders’ Representative”), and the other parties signatory thereto, is made and entered into by and among Cornell Parent, Penn Parent and the Equityholders’ Representative. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement.
ContractSupplemental Indenture • November 6th, 2024 • Clarivate PLC • Services-computer processing & data preparation • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 14, 2022, among the Guarantors listed on Annex I attached hereto (each a “New Guarantor” and collectively the “New Guarantors”), each a subsidiary of Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales (“UK Holdco”), Clarivate Science Holdings Corporation, a Delaware corporation (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • December 1st, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • Delaware
This Director Nomination Agreement (this “Agreement”) is made on December 1, 2021 (the “Effective Date”), by and between Clarivate Plc, a public limited company organized under the laws of the Island of Jersey (the “Company”), and Andrew M. Snyder (the “Designated Shareholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 2 hereof.
October 4, 2021 Heather Matzke-HamlinEmployment Agreement • October 5th, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2019 • Clarivate Analytics PLC • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2019, is made and entered into by and among Clarivate Analytics Plc, a public limited company organized under the laws of the Island of Jersey (the “Company”), Churchill Capital Corp, a Delaware corporation (“Acquiror”), Churchill Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 8.2 of this Agreement, a “Holder” and collectively the “Holders”).
