UNDERWRITING AGREEMENTUnderwriting Agreement • September 3rd, 2019 • Clarivate Analytics PLC • Services-computer processing & data preparation • New York
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.
BUYOUT agreementBuyout Agreement • September 3rd, 2019 • Clarivate Analytics PLC • Services-computer processing & data preparation • New York
This BUYOUT AGREEMENT is made and entered into as of August 21, 2019 (this “Agreement”), by and between Camelot Holdings (Jersey) Limited, a limited company organized under the laws of the Island of Jersey (the “Company”), and Onex Partners IV LP, a Cayman Islands exempted limited partnership (the “TRA Party Representative” and, together with the Company, the “Parties”). Capitalized terms used and not defined herein have the meanings given to such terms in the Tax Receivable Agreement (defined below).
