—] Shares MARKIT LTD. COMMON SHARES, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2014 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
REGISTRATION RIGHTS AGREEMENT dated as of among MARKIT LTD. and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • June 3rd, 2014 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
AGREEMENT dated as of [ ], 2014 (the “Agreement”) among Markit Ltd., a Bermuda exempted company (the “Company”), and the Shareholders party hereto as listed on the signature pages, including any Permitted Transferees (collectively, the “Shareholders” and individually, a “Shareholder”).
Markit Ltd. 4th Floor, Ropemaker Place, London, England EC2Y 9LY Ladies and Gentlemen:Registration Rights Agreement • June 3rd, 2014 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services
Each of the undersigned understands that certain underwriters propose to enter into an Underwriting Agreement with Markit Ltd., a Bermuda exempted company (the “Company”), and certain selling shareholders of the Company, providing for the initial public offering (the “IPO”) by the several underwriters of common shares, par value $0.01 per share, of the Company (the “Common Shares”). Each of the undersigned further understands that in connection with the IPO certain existing shareholders (the “Existing Investors”) and the Canada Pension Plan Investment Board (“CPPIB” and, together with the Existing Investors, the “Investors”) shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Company, to be dated as of the closing of the IPO (the “IPO Closing Date”), pursuant to which the Investors shall agree to certain transfer restrictions on their Common Shares. Each of the undersigned hereby agrees as follows:
MARKIT LTD. CANADA PENSION PLAN INVESTMENT BOARD DIRECTOR NOMINATION AGREEMENT Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HSDirector Nomination Agreement • June 3rd, 2014 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
