Exhibit 10.12


 


EXECUTION VERSION


 


January 14, 2019


 


PERSONAL AND CONFIDENTIAL


 


Clarivate Analytics Plc

Friars House

160 Blackfriars Road

London SE1 8EZ United Kingdom


 


To Whom It May Concern:


 


I am writing to confirm my agreement to
serve as a member of the Board of Directors (the “Board”) of Clarivate Analytics Plc, a public limited
company organized under the laws of the Island of Jersey (the “Company”), during the six-year
period following the date of this letter if I am nominated and elected to the Board during such period.


 


If I am so elected, I commit to serve
and to fulfill my duties and responsibilities as a member of the Board to the best of my abilities during
the term of my Board service.


 


In addition, during my service as a member
of the Board, and in any event for a minimum of three years from the date of the beginning of my service on the Board, I will provide
whatever services to the Company that are reasonably requested, within my direct ability to perform, and in the interest of the
Company to increase the value of the Company.


 


Further, during my service as a member of
the Board, and for a period of five years from the date of the beginning of my service on the Board, I will not, directly
or indirectly, for my own benefit or for the benefit of any third party, in any capacity (as a principal, shareholder, partner,
director, officer, agent, executive, consultant, contractor, employee, lender or otherwise), engage or participate in, or be financially
interested in, any business that is competitive with the Company or its subsidiaries anywhere in the world; provided, however,
that (i) my passive ownership of less than 1% of any class of equity securities of a company whose securities are publicly traded
on a national securities exchange or on a national market system and (ii) my ownership of any securities of IHS Markit, Inc. held
by me as of the date hereof shall not be a violation of this letter agreement.


 




     


     


    

 


The parties agree that the restrictions contained
in the immediately preceding paragraph are reasonable in scope and duration in light of the nature, size and location of the Company,
its subsidiaries and its and their respective businesses following consummation of the transactions contemplated by the Agreement
and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Company, Churchill
Capital Corp, Camelot Holdings (Jersey) Limited, CCC Merger Sub, Inc. and Camelot Merger Sub (Jersey) Limited. It is the desire
and intent of the parties that the provisions of the immediately preceding paragraph be enforced to the fullest extent permissible
under applicable law. If any part of the immediately preceding paragraph is held to be excessively broad as to duration, scope,
activity or subject, such part will be construed by limiting and reducing it so as to be enforceable to the maximum extent permissible
under applicable law. I hereby acknowledge and agree that in the event of any breach or threatened breach of the provisions of
the immediately preceding paragraph, the Company, in addition to any other remedies available to it, will be entitled to any equitable
relief restraining me from any such breach or threatened breach, without the need to provide any bond or other security. This letter
agreement, including the provisions of the immediately preceding paragraph, are a material inducement to the Company to enter into
and perform its obligations under the Merger Agreement. The shareholders of the Company affiliated with Onex Partners Advisor LP
and Baring Private Equity Asia Group Limited are express third party beneficiaries of, and entitled to enforce, this letter agreement.
The terms of paragraph 17 of the Sponsor Agreement (as defined in the Merger Agreement) will apply to and govern this letter agreement,
mutatis mutandis. I consent to the public filing or other disclosure of this letter agreement.


 


[Signature pages follow]


 




    	 	-2-	 



     


    

 


	 	Sincerely,
	 	 
	 	/s/ Jerre Stead
	 	Jerre Stead


 


[Signature Page to Board Acknowledgement
Letter – Stead]


 




     


     


    

 


ACCEPTED AND AGREED TO


as of the date first written above:


 


CLARIVATE ANALYTICS PLC


 


	By:	/s/ Paul Edwards	 
	Name: Paul Edwards	 
	Title: Director	 


 


[Signature Page to Board Acknowledgement
Letter – Stead]