Contract

Exhibit 4.2

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”).

W I T N E S E T H

WHEREAS the Issuer has heretofore executed and delivered to the Trustee and the Collateral Agent an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of August 19, 2021, providing for the issuance of the Issuer’s 3.875% Senior Secured Notes due 2028 initially in the aggregate principal amount of $921,177,000 (the “Securities”);

WHEREAS Section 4.10 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each New Guarantor shall unconditionally guarantee all the Issuer’s obligations under the Securities pursuant to a Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Collateral Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture without consent of the Holders;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally with all existing Guarantors (if any), to unconditionally guarantee the Issuer’s obligations under the Securities on the terms and subject to the conditions and limitations set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

4.                Notices. All notices or other communications to the New Guarantors shall be

given as provided in Section 12.02 of the Indenture.

5.                Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THE LAW OF ANOTHER JURISDICTION WOULD BE APPLIED THEREBY.

(a) Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon the Indenture, this Supplemental Indenture, the Securities, the Guarantees or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and, subject to the final sentence of this Section 5(a), each party irrevocably submits to the non-exclusive jurisdiction of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Trustee and Collateral Agent reserve the right to bring an action in any court that has jurisdiction over the trust estate, which may be a court other than the Specified Courts, when seeking a direction from a court in the administration of the trust estate. Each New Guarantor not located in the United States hereby appoints the Issuer as its agent for service of process or other legal summons for purposes of any Related Proceedings that may be instituted in any Specified Courts. The address for Clarivate Science Holdings Corporation, the initial agent for service of process, is Clarivate Science Holdings Corporation, c/o Clarivate Plc, Friar’s House, 000 Xxxxxxxxxxx Xxxx, Xxxxxx XXX 0XX, XX, Attention: General Counsel.

(b) Waiver of Immunity. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

6.               Trustee and Collateral Agent Make No Representation. Neither the Trustee nor the Collateral Agent makes any representation as to the validity or sufficiency of this Supplemental Indenture.

7.               Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic methods shall be deemed to be their original signatures for all purposes.

8.              Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

	On behalf of the entities listed on Schedule A and Schedule B
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Chief Tax & Revenue Operations Officer
	On behalf of the entities listed on Schedule C
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Treasurer

	CLARIVATE SCIENCE HOLDINGS CORPORATION
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Chief Financial Officer

	On behalf of the entities listed on Schedule D
	By:	/s/ Xxxxxx Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx Xxxxxx
		Title:	Director

	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Trustee
	By:	/s/ Xxxxxxx X. XxXxxxxxx
		Name:	Xxxxxxx X. XxXxxxxxx
		Title:	Banking Officer
	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Collateral Agent
	By:	/s/ Xxxxxxx X. XxXxxxxxx
		Name:	Xxxxxxx X. XxXxxxxxx
		Title:	Banking Officer

SCHEDULE A

CAMELOT U.S. ACQUISITION 1 CO.

CAMELOT U.S. ACQUISITION 2 CO.

CAMELOT U.S. ACQUISITION 4 CO.

CAMELOT U.S. ACQUISITION 5 CO.

CAMELOT U.S. ACQUISITION 6 CO.

CAMELOT U.S. ACQUISITION 8 CO.

CAMELOT U.S. ACQUISITION 9 CO.

CAMELOT U.S. ACQUISITION 10 CO.

CAMELOT U.S. ACQUISITION 11 CO.

CAMELOT U.S. ACQUISITION 12 CO.

CAMELOT U.S. ACQUISITION 13 CO.

CAMELOT U.S. ACQUISITION LLC

XXXXXXXXX CAPITAL CORP

CROSSBOW IP SERVICES LLC

TRADEMARK VISION USA, LLC

CLARIVATE IP (US) HOLDINGS CORPORATION

SCHEDULE B

ATOZDOMAINSMARKET, LLC

CLARIVATE ANALYTICS (COMPUMARK) INC.

CLARIVATE ANALYTICS (US) HOLDINGS INC.

CLARIVATE ANALYTICS (US) LLC

COLLECTIVETRUST SOLUTIONS, INC.

DATA DOCKET INC.

DECISION RESOURCES, INC.

DECISION RESOURCES INTERNATIONAL, INC.

DISCOVERY LOGIC, INC.

DNSTINATION INC.

DOMAIN FORTRESS INC.

DR/DECISION RESOURCES, LLC

DRG HOLDCO INC.

EBANNERMONITOR INC.

ENTERPRISE PROTECTION INC.

INFORMATION VENTURES LLC

LONGBOW LEGAL SERVICES INC.

MARKMANAGER INC.

MARKMONITOR (ALL-D) INC.

MARKMONITOR CORPORATE SERVICES INC.

MARKMONITOR EU REGISTRATIONS INC.

MARKMONITOR INC.

MARKMONITOR PROFESSIONAL SERVICES INC.

MICROPATENT LLC

MUCKYMUCK INC.

PATENT BOUNTY INC.

RISKSMART INC.

TECHNOLOGY UNIVERSE COMPANY, INC.

SCHEDULE C

CAMELOT U.S. ACQUISITION 3 CO.

CPA GLOBAL (FIP) LLC

CPA GLOBAL (FTF) INC.

CPA GLOBAL (IPAN) LLC

CPA GLOBAL (IPENDO) INC

CPA GLOBAL (XXXXXX IP) INC.

CPA GLOBAL NORTH AMERICA LLC

CPA GLOBAL PATENT RESEARCH LLC

CPA GLOBAL SERVICES US INC.

CPA GLOBAL SUPPORT SERVICES LLC

CPA SOFTWARE SOLUTIONS (NORTH AMERICA) LIMITED

CPA US HOLDINGS, INC.

INFORMATION HOLDINGS INC.

INNOGRAPHY, INC.

IPFOLIO CORPORATION

MARKPRO US LLC

MASTER DATA CENTER, INC.

XXXXXX INTERNATIONAL & CO., L.L.C.

PATENT RESOURCES GROUP, INC

SCHEDULE D

CAMELOT UK HOLDCO LIMITED

CAMELOT UK BIDCO LIMITED

CAMELOT FINANCE S.A.

CAMELOT UK HOLDCO 2 LIMITED

CENTRE FOR INNOVATION IN REGULATORY SCIENCE LIMITED

CENTRE FOR MEDICINES RESEARCH INTERNATIONAL LIMITED

CLARIVATE ANALYTICS (COMPUMARK) LIMITED

CLARIVATE ANALYTICS (INTERNATIONAL) LIMITED

CLARIVATE ANALYTICS (IP&S) LIMITED

CLARIVATE ANALYTICS (UK) LIMITED

DECISION RESOURCES GROUP UK LIMITED

MARKMONITOR GLOBAL SERVICES LIMITED

MARKMONITOR INTERNATIONAL LIMITED

MARKMONITOR LIMITED

SIGMATIC LIMITED

CPA GLOBAL LEGAL SUPPORT SERVICES UK LIMITED

CPA GLOBAL RENEWALS (UK) LIMITED

CPA GLOBAL SOFTWARE SOLUTIONS (UK) LIMITED

CPA GLOBAL MANAGEMENT SERVICES LTD

CPA GLOBAL (PATRAFEE) LIMITED

CPA GLOBAL (XXXXXX IP) LIMITED

CPAUSH LTD

WIRO LIMITED

IPSS EUROPE LIMITED

COMPUTER PATENT ANNUITIES INTERNATIONAL LIMITED

CPA GLOBAL XXXXX LIMITED

SCHEDULE E

Guarantor		Jurisdiction
ATOZDOMAINSMARKET, LLC			US - Washington
CAMELOT FINANCE S.A.				Société anonyme, 00, xxx Xxxxxx Xxxxxxxx, X - 0000 Xxxxxxxxxx, RCS number: B208514
CAMELOT U.S. ACQUISITION 1 CO.			US - Delaware
CAMELOT U.S. ACQUISITION 10 CO.				US - Delaware
CAMELOT U.S. ACQUISITION 11 CO.			US - Delaware
CAMELOT U.S. ACQUISITION 12 CO.				US - Delaware
CAMELOT U.S. ACQUISITION 13 CO.			US - Delaware
CAMELOT U.S. ACQUISITION 2 CO.	US - Delaware
CAMELOT U.S. ACQUISITION 3 CO.			US - Delaware
CAMELOT U.S. ACQUISITION 4 CO.				US - Delaware
CAMELOT U.S. ACQUISITION 5 CO.					US - Delaware
CAMELOT U.S. ACQUISITION 6 CO.				US - Delaware
CAMELOT U.S. ACQUISITION 8 CO.			US - Delaware
CAMELOT U.S. ACQUISITION 9 CO.				US - Delaware
CAMELOT U.S. ACQUISITION LLC			US - Delaware
CAMELOT UK BIDCO LIMITED				England & Wales
CAMELOT UK HOLDCO 2 LIMITED			England & Wales
CAMELOT UK HOLDCO LIMITED				England & Wales
CENTRE FOR INNOVATION IN REGULATORY SCIENCE			England & Wales
LIMITED
CENTRE FOR MEDICINES RESEARCH INTERNATIONAL				England & Wales
LIMITED
XXXXXXXXX CAPITAL CORP		US - Delaware
CLARIVATE ANALYTICS (COMPUMARK) INC.				US - Delaware

CLARIVATE ANALYTICS (COMPUMARK) LIMITED		England & Wales
CLARIVATE ANALYTICS (INTERNATIONAL) LIMITED				England & Wales
CLARIVATE ANALYTICS (IP&S) LIMITED		England & Wales
CLARIVATE ANALYTICS (UK) LIMITED				England & Wales
CLARIVATE ANALYTICS (US) HOLDINGS INC.		US - Delaware
CLARIVATE ANALYTICS (US) LLC				US - Delaware
CLARIVATE IP (US) HOLDINGS CORPORATION		US - Delaware
COLLECTIVETRUST SOLUTIONS INC.				US - California
COMPUTER PATENT ANNUITIES INTERNATIONAL		England & Wales
LIMITED
CPA GLOBAL (FIP) LLC				US - Delaware
CPA GLOBAL (FTF) INC.		US - Delaware
CPA GLOBAL (IPAN) LLC				US - Delaware
CPA GLOBAL (IPENDO) INC		US - Delaware
CPA GLOBAL (XXXXXX IP) INC.				US - Virginia
CPA GLOBAL (XXXXXX IP) LIMITED		England & Wales
CPA GLOBAL (PATRAFEE) LIMITED				England & Wales
CPA GLOBAL XXXXX LIMITED		England & Wales
CPA GLOBAL LEGAL SUPPORT SERVICES UK LIMITED				England & Wales
CPA GLOBAL MANAGEMENT SERVICES LTD		England & Wales
CPA GLOBAL NORTH AMERICA LLC				US - Delaware
CPA GLOBAL PATENT RESEARCH LLC		US - Virginia
CPA GLOBAL RENEWALS (UK) LIMITED				England & Wales
CPA GLOBAL SERVICES US, INC.		US - Delaware
CPA GLOBAL SOFTWARE SOLUTIONS (UK) LIMITED				England & Wales
CPA GLOBAL SUPPORT SERVICES LLC		US - Delaware

CPA SOFTWARE SOLUTIONS (NORTH AMERICA)		US - Virginia
LIMITED
CPA US HOLDINGS, INC				US - Delaware
CPAUSH LTD		England & Wales
CROSSBOW IP SERVICES LLC				US - Delaware
DATA DOCKET INC.		US - Delaware
DECISION RESOURCES GROUP UK LIMITED				England & Wales
DECISION RESOURCES INTERNATIONAL, INC.		US - Massachusetts
DECISION RESOURCES, INC.				US - Delaware
DISCOVERY LOGIC, INC.		US - Delaware
DNSTINATION INC.				US - Delaware
DOMAIN FORTRESS INC.		US - Delaware
DR/DECISION RESOURCES, LLC				US - Delaware
DRG HOLDCO INC.		US - Delaware
EBANNERMONITOR INC.				US - Idaho
ENTERPRISE PROTECTION INC.		US - Idaho
INFORMATION HOLDINGS INC.				US - Delaware
INFORMATION VENTURES LLC		US - Delaware
INNOGRAPHY INC.				US - Delaware
IPFOLIO CORPORATION		US - Delaware
IPSS EUROPE LIMITED				England & Wales
LONGBOW LEGAL SERVICES INC.		US - Delaware
MARKMONITOR (ALL-D) INC.				US - Delaware
MARKMANAGER INC.		US - Delaware
MARKMONITOR CORPORATE SERVICES INC.		US - Delaware
MARKMONITOR EU REGISTRATIONS INC.				US - Delaware

MARKMONITOR GLOBAL SERVICES LIMITED		England & Wales
MARKMONITOR INC.				US - Delaware
MARKMONITOR INTERNATIONAL LIMITED		England & Wales
MARKMONITOR LIMITED				England & Wales
MARKMONITOR PROFESSIONAL SERVICES INC.		US - Delaware
MARKPRO US LLC				US - Delaware
MASTER DATA CENTER, INC.		US - Michigan
MICROPATENT LLC				US - Delaware
MUCKYMUCK INC.		US - Delaware
OLCOTT INTERNATIONAL & CO. L.L.C.				US - Delaware
PATENT BOUNTY INC.		US - Delaware
PATENT RESOURCES GROUP, INC.				US - Virginia
RISKSMART INC.		US - Idaho
SIGMATIC LIMITED				England & Wales
TECHNOLOGY UNIVERSE COMPANY, INC.		US - Delaware
TRADEMARK VISION (USA) LLC				US - Delaware
WIRO LIMITED		England & Wales