CLARIVATE PLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2020 • CLARIVATE PLC • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of [_____], 2020 (this “Agreement”) is entered into by and among CLARIVATE PLC, a public limited company organized under the laws of the Island of Jersey (the “Company”), the KEVLAR INVESTORS (as defined below), the ONEX INVESTORS (as defined below), the BARING INVESTORS (as defined below), the CHURCHILL FOUNDERS (as defined below), in each case listed on the signature pages hereto, and each other INVESTOR (as defined below) from time to time party hereto.
CLARIVATE PLC INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 29th, 2020 • CLARIVATE PLC • Services-computer processing & data preparation • New York
THIS INVESTOR RIGHTS AGREEMENT dated as of [_____], 2020 (this “Agreement”) is entered into by and among CLARIVATE PLC, a public limited company organized under the laws of the Island of Jersey (the “Company”), CAPRI ACQUISITIONS TOPCO LIMITED, a private company limited by shares incorporated under the laws of the Island of Jersey (“Seller Holdco”), REDTOP HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of the Island of Jersey (“Seller”), each INVESTOR party hereto, each CHURCHILL FOUNDER party hereto, and, solely for the purposes of Section 4.01 and Section 4.05, each SPONSOR party hereto.
PURCHASE AGREEMENTPurchase Agreement • July 29th, 2020 • CLARIVATE PLC • Services-computer processing & data preparation • Delaware
PURCHASE AGREEMENT (this “Agreement”) dated as of July 29, 2020 by and among Camelot UK Bidco Limited, a private company limited by shares incorporated under the laws of England and Wales (“UK Buyer”), Clarivate IP (US) Holdings Corporation, a Delaware corporation (“US Buyer”, and together with UK Buyer, the “Buyers”), Clarivate PLC, a public limited company organized under the laws of the Island of Jersey (“Buyer Parent” and together with the Buyers, the “Buyer Parties”) and Redtop Holdings Limited, a private company limited by shares incorporated under the laws of the Island of Jersey (“Seller”, and Seller and Buyer Parties, collectively, the “Parties”).
TERMINATION AGREEMENTTermination Agreement • July 29th, 2020 • CLARIVATE PLC • Services-computer processing & data preparation • Delaware
THIS TERMINATION AGREEMENT dated as of July 28, 2020 (this “Agreement”) is entered into by and among (i) CLARIVATE PLC, a public limited company organized under the laws of the Island of Jersey (the “Company”), (ii) CHURCHILL CAPITAL CORP, a Delaware corporation (“Churchill”), (iii) CAMELOT HOLDINGS (JERSEY) LIMITED, a private limited company organized under the laws of the Island of Jersey (“Camelot”), (iv) the parties listed under the heading “ONEX SHAREHOLDERS” on the signature pages hereto (collectively, the “Onex Shareholders”), (v) the party listed under the heading “BARING SHAREHOLDER” on the signature pages hereto (the “Baring Shareholder,” and together with the Onex Shareholders, the “Investor Shareholders”), (vi) the parties listed under the heading “CHURCHILL FOUNDERS” on the signature pages hereto (the “Churchill Founders”) and (vii) REDTOP HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of the Island of Jersey (“Seller”).
