REGISTRATION RIGHTS AGREEMENT dated as of June 24, 2014 among MARKIT LTD. and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • March 10th, 2015 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
AGREEMENT dated as of June 24, 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:Markit Ltd. • March 10th, 2015 • 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. MARKIT LTD. RESTRICTED SHARE UNIT GRANT NOTICE AND RESTRICTED SHARE UNIT AGREEMENTRestricted Share Unit Agreement • March 10th, 2015 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Holder”) an award of Restricted Share Units (“RSUs”) indicated below, which RSUs shall be subject to vesting based on the Holder’s continued service with the Company, as provided herein. This award of RSUs, together with any accumulated Dividend Equivalents as provided herein (the “Award”), is subject to all of the terms and conditions as set forth herein, and in the Restricted Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Share Unit Grant Notice (the “Grant Notice”) and the Agreement.
JUNE 18, 2014 MARKIT LTD. CANADA PENSION PLAN INVESTMENT BOARD DIRECTOR NOMINATION AGREEMENT Freshfields Bruckhaus Deringer LLPDirector Nomination Agreement • March 10th, 2015 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
Supplemental Agreement MARKIT GROUP HOLDINGS LIMITED as Parent HSBC BANK PLC as Agent to a multicurrency revolving facility agreement dated 16 July 2012 as subsequently amended and amended and restatedSupplemental Agreement • March 10th, 2015 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services
MARKIT LTD. MARKIT LTD. NON-QUALIFIED SHARE OPTION GRANT NOTICE AND NON- QUALIFIED SHARE OPTION AGREEMENT2014 Equity Incentive Award Plan • March 10th, 2015 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Holder”) an option to purchase the number of the Shares set forth below (the “Option”), which Option shall be subject to vesting based on the Holder’s continued service with the Company, as provided herein. The Option is subject to all of the terms and conditions as set forth herein and in the Non-Qualified Share Option Agreement attached hereto as Exhibit A (the “Share Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Non-Qualified Share Option Grant Notice (the “Grant Notice”) and the Share Option Agreement.
MARKIT LTD. MARKIT LTD. RESTRICTED SHARE GRANT NOTICE AND RESTRICTED SHARE AGREEMENTNotice and Restricted Share Agreement • March 10th, 2015 • Markit Ltd. • Security & commodity brokers, dealers, exchanges & services • New York
Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), pursuant to its 2014 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Holder”) an award of Restricted Shares with respect to the number of the Shares indicated below, which Restricted Shares shall be subject to vesting based on the Holder’s continued service with the Company, as provided herein. This award of Restricted Shares (the “Award”) is subject to all of the terms and conditions as set forth herein, and in the Restricted Share Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Share Grant Notice (the “Grant Notice”) and the Agreement.
