CLARIVATE ANALYTICS PLC AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Dated as of January 14, 2019Shareholders Agreement • February 27th, 2019 • Clarivate Analytics PLC • 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”).
Churchill Capital Corp New York, NY 10019 Camelot Holdings (Jersey) Limited Friars House London SE1 8EZ United KingdomClarivate Analytics PLC • February 27th, 2019 • 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
ContractClarivate Analytics PLC • February 27th, 2019 • 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
ContractClarivate Analytics PLC • February 27th, 2019 • New York
AMENDMENT NO. 2, dated as of November 21, 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
