CLARIVATE PLC Friars House

CLARIVATE PLC

Xxxxxx Xxxxx

000 Xxxxxxxxxxx XxxxXxxxxx XX0 0XX

June 19, 2020

To the Investor Shareholders

Under the Below-Referenced Registration Rights Agreement

Re: Third Amendment to Registration Rights Agreement

Dear Sirs:

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”), Xxxxxxxxx Capital Corp, a Delaware corporation, Xxxxxxxxx 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.

The Company has requested, and you have agreed, that the Registration Rights Agreement is hereby amended to remove Section 2.3 in its entirety. For the avoidance of doubt, the removal of Section 2.3 shall have no impact on any transfer restrictions set forth in the Shareholders Agreement or Sponsors Agreement (each as defined in the Registration Rights Agreement), which transfer restrictions shall remain in effect in accordance with their respective terms.

Kindly confirm your agreement to the foregoing by signing in the space provided below, whereupon the Registration Rights Agreement shall be deemed amended pursuant to Section 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,

CLARIVATE PLC

By:			/s/ Xxxxx X. Xxxxx
Name:			Xxxxx X. Xxxxx
Title:			Chief Executive Officer

#93026484v6

Confirmed and agreed.

ONEX SHAREHOLDERS:

NEW PCO II INVESTMENTS LTD

By:

/s/ Xxxxxxxx Xxxxxxxx

Name:

Xxxxxxxx Xxxxxxxx

Title:

Secretary

ONEX PARTNERS HOLDINGS LLC

By:

/s/ Xxxxxx Xxxxxxx

Name:

Xxxxxx Xxxxxxx

Title:

Director

ONEX PARTNERS IV LP

By:

Onex Partners IV GP LP, its general partner

By:

Onex Partners Manager LP, its agent

By:

Onex Partners Manager GP ULC, its general partner

By:

/s/ Xxxxxx Xxxxxxx

Name:

Xxxxxx Xxxxxxx

Title:

Managing Director

By:

/s/ Xxxxxxx Xxxx

Name:

Xxxxxxx Xxxx

Title:

Managing Director

ONEX PARTNERS IV PV LP

By:

Onex Partners IV GP LP, its general partner

By:

Onex Partners IV GP LLC, its general partner

By:

Onex Partners Manager GP ULC, its general partner

By:

/s/ Xxxxxx Xxxxxxx

Name:

Xxxxxx Xxxxxxx

Title:

Managing Director

By:

/s/ Xxxxxxx Xxxx

Name:

Xxxxxxx Xxxx

Title:

Managing Director

ONEX PARTNERS IV SELECT LP

By:

Onex Partners IV GP LLC, its general partner

By:

Onex Partners Manager LP, its agent

By:

Onex Partners Manager GP ULC, its general

By:

/s/ Xxxxxx Xxxxxxx

Name:

Xxxxxx Xxxxxxx

Title:

Managing Director

By:

/s/ Xxxxxxx Xxxx

Name:

Xxxxxxx Xxxx

Title:

Managing Director

ONEX PARTNERS IV GP LP

By:

Onex Partners Manager LP, its agent

By:

Onex Partners Manager GP ULC, its general partner

By:

/s/ Xxxxxx Xxxxxxx

Name:

Xxxxxx Xxxxxxx

Title:

Managing Director

By:

/s/ Xxxxxxx Xxxx

Name:

Xxxxxxx Xxxx

Title:

Managing Director

ONEX US PRINCIPALS LP

By:

Onex American Holdings GP LLC, its general partners

By:

/s/ Xxxxxx Xxxxxxx

Name:

Xxxxxx Xxxxxxx

Title:

Director

ONEX CAMELOT CO-INVEST LP

By:

Onex Partners IV GP LP, its general partner

By:

Onex Partners Manager LP, its agent

By:

Onex Partners Manager GP ULC, its general partner

By:

/s/ Xxxxxx Xxxxxxx

Name:

Xxxxxx Xxxxxxx

Title:

Managing Director

By:

/s/ Xxxxxxx Xxxx

Name:

Xxxxxxx Xxxx

Title:

Managing Director

			BARING SHAREHOLDER
			ELGIN INVESTMENT HOLDINGS LIMITED
			By:			VSG Corporate Limited
			By:			/s/ Xxxxxxxxx Xxxxxx
			Name:			VSG Corporate
			Title:			Director