Exhibit 10.6


 





 


March 29, 2019


 


 


 


Churchill Capital Corp

640 Fifth Avenue, 12th Floor

New York, NY 10019

(212) 380-7500



Camelot Holdings (Jersey) Limited

Friars House

160 Blackfriars Road

London SE1 8EZ United Kingdom


 


Clarivate Analytics Plc

Friars House

160 Blackfriars Road

London SE1 8EZ United Kingdom


 


Re:     
Amendment to Sponsor Agreement


 


Ladies and Gentlemen:


 


Reference is made to
the Sponsor Agreement dated January 14, 2019 (the “Sponsor Agreement”) by and among Churchill Capital Corp, a Delaware
corporation, 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, 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.


 


Paragraph 5(b) of the
Sponsor Agreement provides that up to 5,000,000 newly-issued ordinary shares of Holdings (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like, the “Sweetener Shares”), shall be issued for no additional
consideration and in accordance with all applicable Laws on the first date on which the $20.00 Stock Price Level is achieved, to
the Persons and in the amounts designated pursuant to, and upon the terms and conditions set forth in, said Paragraph 5(b).


 


For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that the Sponsor Agreement is
amended pursuant to Paragraph 12 thereof to increase the number of Sweetener Shares by 2,000,000, by amending Paragraph 5(b)
to read in its entirety as follows:


 


“(b)       After
the Closing, provided that on or before the sixth anniversary of the Closing Date, a $20.00 Stock Price Level (as defined below)
is achieved, Holdings shall allot and issue to such Persons as are designated pursuant to this paragraph 5(b) 7,000,000 newly-issued
ordinary shares of Holdings (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the
“Sweetener Shares”), which Sweetener Shares shall be issued for no additional consideration and in accordance
with all applicable Laws on the first date on which the $20.00 Stock Price Level is achieved and such Sweetener Shares shall be
issued, credited as fully paid-up. The Sweetener Shares shall be issued to Persons and in amounts designated in a written notice
to Holdings given after the date hereof by Jerre Stead and Michael Klein (or, in the event of the death or incapacity of either,
by his respective successor to such designation right, the identity of whom shall have been notified to Holdings in writing by
the other).  This paragraph 5(b) shall automatically terminate upon the earlier to occur of (i) the day after the sixth anniversary
of the Closing Date to the extent the Stock Price Level set forth in this paragraph is not achieved on or prior to such date and
(ii) the consummation of a Company Sale in which the per share price paid or implied in such Company Sale is less than $20.00.”


 


Except as explicitly
amended hereby, the Sponsor Agreement shall continue, without amendment, in full force and effect from and after the date hereof.


 




     


     


    

 


 


Please signify your
agreement with the foregoing Amendment by signing where indicated below.


 





	 	Sincerely,
	 	 	 
	 	SPONSOR:
	 	 	 
	 	CHURCHILL SPONSOR LLC
	 	 	 
	 	By: M. Klein Associates, Inc., Manager
	 	 	 
	 	By: 	 /s/ Michael S. Klein
	 	Name: 	 Michael S. Klein
	 	Title:   	 
	 	 	 
	 	 	 
	 	FOUNDERS:
	 	 	 
	 	 	 
	 	/s/ Jerre Stead
	 	Jerre Stead
	 	 	 
	 	 	 
	 	/s/ Michael S. Klein 
	 	Michael S. Klein
	 	 	 
	 	 	 
	 	 	 
	 	ACCEPTED AND AGREED
	 	as of the date first written above:
	 	 	 
	 	ACQUIROR:
	 	 	 
	 	CHURCHILL CAPITAL CORP
	 	 	 
	 	 	 
	 	By: 	 /s/ Michael S. Klein
	 	Name:	 Michael S. Klein
	 	Title: 	 
	 	 	 
	 	 	 




 


 





[Signature Page to
Amendment to Sponsor Agreement]







 






     


     


    

 





	 	COMPANY:
	 	 	 
	 	CAMELOT HOLDINGS (JERSEY) LIMITED
	 	 	 
	 	 	 
	 	By:    	 /s/ Paul Edwards                                  
	 	Name: 	 Paul Edwards
	 	Title:	 Director
	 	 	 
	 	 	 
	 	HOLDINGS:
	 	 	 
	 	CLARIVATE ANALYTICS PLC
	 	 	 
	 	 	 
	 	By:     	 /s/ Paul Edwards                                  
	 	Name:	 Paul Edwards
	 	Title:	 Director







 


 


 





[Signature Page to
Amendment to Sponsor Agreement]