Document

CLARIVATE PLC
Friars House
160 Blackfriars RoadLondon SE1 8EZ



June 19, 2020
To the Investor Shareholders 
      Under the Below-Referenced Registration Rights Agreement


Re: Third Amendment to Registration Rights Agreement
Dear Sirs:
We refer to the Amended and Restated Registration Rights Agreement, dated as of May 13, 2019, by and among Clarivate Plc (f/k/a/ Clarivate Analytics Plc), a public limited company organized under the laws of the Island of Jersey (the “Company”), Churchill Capital Corp, a Delaware corporation, Churchill Sponsor LLC, a Delaware limited liability company, and the other Holders identified on the signature pages thereto (as amended through the date hereof, the “Registration Rights Agreement”); capitalized terms being used herein as therein defined.
The Company has requested, and you have agreed, that the Registration Rights Agreement is hereby amended to remove Section 2.3 in its entirety. For the avoidance of doubt, the removal of Section 2.3 shall have no impact on any transfer restrictions set forth in the Shareholders Agreement or Sponsors Agreement (each as defined in the Registration Rights Agreement), which transfer restrictions shall remain in effect in accordance with their respective terms.
Kindly confirm your agreement to the foregoing by signing in the space provided below, whereupon the Registration Rights Agreement shall be deemed amended pursuant to Section 8.5 thereof on the terms specified above as of the date first above written.  Except as amended hereby, the Registration Rights Agreement shall continue, without amendment, in full force and effect from and after the date first above written.
This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of law.
Very truly yours,
 CLARIVATE PLC


						
	By:	/s/ Jerre L. Stead
	Name:	Jerre L. Stead
	Title:	Chief Executive Officer




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Confirmed and agreed.
												
		ONEX SHAREHOLDERS:
		
				
		NEW PCO II INVESTMENTS LTD		
				
		By:		/s/ Michelle Iskander
		Name:		Michelle Iskander
		Title:		Secretary

				
		ONEX PARTNERS HOLDINGS LLC
		
				
		By:		/s/ Joshua Hausman
		Name:		Joshua Hausman
		Title:		Director
				
		ONEX PARTNERS IV LP		
		By:		Onex Partners IV GP LP, its general partner
		By:		Onex Partners Manager LP, its agent

		By:		Onex Partners Manager GP ULC, its general partner
				
		By:		/s/ Joshua Hausman
		Name:		Joshua Hausman
		Title:		Managing Director
				
		By:		/s/ Matthew Ross
		Name:		Matthew Ross
		Title:   		Managing Director
				
		ONEX PARTNERS IV PV LP 		
		By:		Onex Partners IV GP LP, its general partner
		By:		Onex Partners IV GP LLC, its general partner
		By:		Onex Partners Manager GP ULC, its general partner
		

		
		By:		/s/ Joshua Hausman
		Name:		Joshua Hausman
		Title:		Managing Director
				
		By:		/s/ Matthew Ross
		Name:		Matthew Ross
		Title:		Managing Director
				
		ONEX PARTNERS IV SELECT LP 		


        










												
		By:		Onex Partners IV GP LLC, its general partner
		By:		Onex Partners Manager LP, its agent
		By:		Onex Partners Manager GP ULC, its general 
				
		By:		/s/ Joshua Hausman
		Name:		Joshua Hausman
		Title:		Managing Director
				
		By:		/s/ Matthew Ross
		Name:		Matthew Ross
		Title:		Managing Director
				
		ONEX PARTNERS IV GP LP		
		By:		Onex Partners Manager LP, its agent
		By:		Onex Partners Manager GP ULC, its general partner
				
		By:		/s/ Joshua Hausman
		Name:		Joshua Hausman
		Title:		Managing Director
				
		By:		/s/ Matthew Ross
		Name:		Matthew Ross
		Title:		Managing Director
				
		ONEX US PRINCIPALS LP		
		By:		Onex American Holdings GP LLC, its general partners
				
		By:		/s/ Joshua Hausman
		Name:		Joshua Hausman
		Title:		Director
				
		ONEX CAMELOT CO-INVEST LP		
		By:		Onex Partners IV GP LP, its general partner
		By:		Onex Partners Manager LP, its agent
		By:		Onex Partners Manager GP ULC, its general partner
				
		By: 
	/s/ Joshua Hausman	
		Name:		Joshua Hausman
		Title:		Managing Director
				
		By: 
	/s/ Matthew Ross	
		Name:		Matthew Ross
		Title:		Managing Director


        












									
		BARING SHAREHOLDER 	
			
		ELGIN INVESTMENT HOLDINGS LIMITED	
		By: 
	VSG Corporate Limited
			
		By: 
	/s/ Siddharth Swarup
		Name:	VSG Corporate
		Title:	Director