Exhibit 10.6


 


EXECUTION VERSION


 


CLARIVATE ANALYTICS PLC


 


AMENDED AND RESTATED

SHAREHOLDERS AGREEMENT


 


Dated as of January 14, 2019


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I Certain Definitions	1
	 	 	 
	SECTION 1.1	Definitions	1
	 	 	 
	SECTION 1.2	Other Interpretive Provisions	5
	 	 	 
	ARTICLE II Corporate Governance	6
	 	 	 
	SECTION 2.1	Management	6
	 	 	 
	SECTION 2.2	Removal	8
	 	 	 
	SECTION 2.3	Vacancies	8
	 	 	 
	SECTION 2.4	Covenant to Vote	9
	 	 	 
	SECTION 2.5	Restrictions on Other Agreements	9
	 	 	 
	SECTION 2.6	Committees	9
	 	 	 
	SECTION 2.7	Additional Management Provisions	9
	 	 	 
	ARTICLE III Transfers of Shares	10
	 	 	 
	SECTION 3.1	Restrictions on Transfer	10
	 	 	 
	SECTION 3.2	Other Restricted Transfers	10
	 	 	 
	SECTION 3.3	Endorsement of Certificates	10
	 	 	 
	SECTION 3.4	Improper Transfer	11
	 	 	 
	ARTICLE IV Shareholders’ Rights AND OBLIGATIONS	11
	 	 	 
	SECTION 4.1	Tag-Along Rights	11
	 	 	 
	SECTION 4.2	Redemptions; Payment of Dividends	13
	 	 	 
	ARTICLE V Representations and Warranties	13
	 	 	 
	SECTION 5.1	Existence; Authority; Enforceability	13
	 	 	 
	SECTION 5.2	Absence of Conflicts	14
	 	 	 
	SECTION 5.3	Consents	14
	 	 	 
	ARTICLE VI Miscellaneous	14
	 	 	 
	SECTION 6.1	Information Rights; Books and Records; Inspection	14
	 	 	 
	SECTION 6.2	Freedom to Pursue Opportunities	15
	 	 	 
	SECTION 6.3	Termination	15
	 	 	 
	SECTION 6.4	Publicity and Confidentiality	15
	 	 	 
	SECTION 6.5	Acknowledgment	16
	 	 	 
	SECTION 6.6	Successors and Assigns; Benefit	16
	 	 	 
	SECTION 6.7	Severability	16


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 6.8	Amendment and Modification; Waiver of Compliance; Conflicts	16
	 	 	 
	SECTION 6.9	Notices	16
	 	 	 
	SECTION 6.10	Sponsor Agreements	17
	 	 	 
	SECTION 6.11	Entire Agreement	17
	 	 	 
	SECTION 6.12	Conflict with Articles	18
	 	 	 
	SECTION 6.13	Withholding	18
	 	 	 
	SECTION 6.14	Recapitalizations, Exchanges, Etc., Affecting the Shares; New Issuances	18
	 	 	 
	SECTION 6.15	Choice of Law; Remedies; Submission to Jurisdiction; Waiver of Jury Trial	18
	 	 	 
	SECTION 6.16	Counterparts	19
	 	 	 
	SECTION 6.17	Further Assurances; Company Logo	19
	 	 	 
	SECTION 6.18	Effectiveness	20
	 	 	 
	SECTION 6.19	Enforcement	20


  




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EXHIBITS


 


	Exhibit A	Shareholder Schedule
	 	 
	Exhibit B	Supplemental Signature Page


  




     


     


    

 


AMENDED
AND RESTATED SHAREholders AGREEMENT


 


THIS AMENDED AND RESTATED
SHAREHOLDERS AGREEMENT, dated as of January 14, 2019, is made by and among (i) Camelot Holdings (Jersey) Limited, a private limited
company organized under the laws of the Island of Jersey (“CHJL”), (ii) Clarivate Analytics PLC, a public limited
company organized under the laws of the Island of Jersey (the “Company”), (iii) the parties listed under the
heading “Onex Shareholders” on the Shareholder Schedule as of the date hereof (collectively, the “Initial
Onex Shareholders”), (iv) the party listed under the heading “Baring Shareholders” on the Shareholder Schedule
as of the date hereof (the “Initial Baring Shareholder”) and (v) the individuals listed from time to time under
the heading “Management Shareholders” on the Shareholder Schedule (the “Management Shareholders”).


 


RECITALS


 


WHEREAS, the Company,
CHJL, Churchill Capital Corp, a Delaware corporation, CCC Merger Sub, Inc., a Delaware corporation, and Camelot Merger Sub (Jersey)
Limited, a private limited company organized under the laws of the Island of Jersey, are party to that certain Agreement and Plan
of Merger, dated January 14, 2019 (as the same may be subsequently amended or modified, the “Merger Agreement”);


 


WHEREAS, CHJL, the
Initial Onex Shareholders, the Initial Baring Shareholder and the Management Shareholders are party to the Shareholders Agreement,
dated October 3, 2016, of CHJL (the “Prior Agreement”);


 


WHEREAS, as a result
of the consummation of the transactions contemplated by the Merger Agreement, the Initial Onex Shareholders, the Initial Baring
Shareholder and the Management Shareholders will become shareholders of the Company and will cease to be shareholders of CHJL,
and CHJL will become a wholly owned Subsidiary (as defined below) of the Company; and


 


WHEREAS, in connection
with the consummation of the transactions contemplated by the Merger Agreement, the Shareholders (as defined below) and CHJL desire
to amend and restate the Prior Agreement in its entirety as set forth herein, and the Company desires to enter into this Agreement,
in each case, effective as of the Closing (as defined below).


 


NOW, THEREFORE, in
consideration of the foregoing, and the mutual agreements and understandings set forth herein, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


AGREEMENT


 


ARTICLE
I



Certain Definitions


 


SECTION 1.1  Definitions.
As used in this Agreement, the following terms shall have the following respective meanings:


 




     


     


    

  


“Affiliate”
shall mean, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is
under common control with, such specified Person. As used in this definition, the term “control” shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise. “Affiliates” with respect to the Onex Shareholders and
the Baring Shareholders, respectively, shall not include the Company or its Subsidiaries.


 


“Agreement”
shall mean this Amended and Restated Shareholders Agreement as in effect on the date hereof and as hereafter from time to time
amended, modified or supplemented in accordance with the terms hereof.


 


“Articles”
shall mean the articles of association of the Company as in effect on the date hereof and as hereafter from time to time amended
in accordance with the terms hereof and thereof and pursuant to applicable law.


 


“Baring”
shall mean Baring Private Equity Asia Group Limited, a Cayman Islands exempted company.


 


“Baring Directors”
shall mean an individual elected to the Board of Directors that has been nominated or appointed by the Baring Shareholders pursuant
to this Agreement. For the avoidance of doubt, each of Nicholas Macksey and one additional Baring Nominee to be designated by the
Baring Shareholders prior to the Closing shall be deemed to have been nominated or appointed, as applicable, by the Baring Shareholders
pursuant to this Agreement.


 


“Baring Nominee”
shall have the meaning set forth in Section 2.1(a).


 


“Baring Shareholders”
shall mean (i) the Initial Baring Shareholder and its Permitted Transferees and (ii) any Affiliate of the Initial Baring Shareholder
that hereafter acquires any Company Shares.


 


“Beneficially
Own” shall have the meaning ascribed to it in Section 13(d) of the Exchange Act.


 


“Blue Sky”
shall mean state securities regulation and requirements.


 


“Board of
Directors” shall mean the board of directors of the Company, as duly constituted in accordance with this Agreement, the
Articles and applicable law.


 


“CHJL”
shall have the meaning specified in the Preamble.


 


“Closing”
shall have the meaning specified in the Merger Agreement.


 


“Code”
shall mean the United States Internal Revenue Code of 1986, as amended.


 


“Company”
shall have the meaning specified in the Preamble.


 




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“Company Shares”
shall mean the ordinary shares of no par value in the capital of the Company and any shares or other securities into or for which
such shares are hereafter converted or exchanged.


 


“Consulting
Services Agreements” shall mean those certain consulting services agreements, dated as of October 3, 2016, entered into
by Camelot UK Bidco Limited, a private limited liability company organized under the laws of England and Wales, with each of Onex
and Baring, in each case, as amended.


 


“Date of Delivery”
shall mean, for purposes of Article IV, the date that a particular notice is received or deemed to be received in accordance
with Section 6.9.


 


“Director”
shall mean a member of the Board of Directors.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended,


 


“Exchange
Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, or any similar federal statute then in effect,
and a reference to a particular section thereof shall include a reference to the comparable section, if any, of such similar federal
statute and the rules and regulations thereunder.


 


“Initial Baring
Shareholder” shall have the meaning specified in the Preamble.


 


“Initial Baring
Shares” shall mean the aggregate Company Shares Beneficially Owned by the Baring Shareholders immediately following the
Closing.


 


“Initial Onex
Shareholders” shall have the meaning specified in the Preamble.


 


“Investor
Directors” shall mean the Baring Directors and the Onex Directors.


 


“Investor
Shareholders” shall mean the Baring Shareholders and the Onex Shareholders.


 


“Initial Shares”
shall mean the aggregate Company Shares Beneficially Owned by the Investor Shareholders immediately following the Closing.


 


“Jersey Companies
Law” means the Companies (Jersey) Law 1991.


 


“Management
Shareholders” shall have the meaning set forth in the Preamble.


 


“Merger Agreement”
shall have the meaning specified in the Recitals.


 


“Necessary
Action” shall mean, with respect to a specified result, all actions (to the extent such actions are permitted by law
and do not conflict with the terms of this Agreement) necessary to cause such result, including (i) voting or providing a written
consent or proxy with respect to the Company Shares, (ii) causing the adoption of shareholders’ resolutions and amendments
to the Articles, (iii) executing agreements and instruments, (iv) causing the members of the Board of Directors to take such actions
(to the extent allowed by Jersey Companies Law and Delaware Law) and/or (v) making, or causing to be made, with governmental, administrative
or regulatory authorities, all filings, registrations, publications or similar actions that are required to achieve such result.


 




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“Nominee”
shall have the meaning set forth in Section 2.1(a).


 


“Onex”
shall mean Onex Partners Advisor LP, a Delaware limited partnership.


 


“Onex Directors”
shall mean an individual elected to the Board of Directors that has been nominated or appointed by the Onex Shareholders pursuant
to this Agreement. For the avoidance of doubt, each of Anthony Munk, Kosty Gilis, Paul Edwards, Jay Nadler, Karen Mills and two
additional Onex Nominees to be designated by the Onex Shareholders prior to the Closing shall be deemed to have been nominated
or appointed, as applicable, by the Onex Shareholders pursuant to this Agreement.


 


“Onex Nominee”
shall have the meaning set forth in Section 2.1(a).


 


“Onex Shareholders”
shall mean (i) the Initial Onex Shareholders and their Permitted Transferees, (ii) any Affiliate of the Initial Onex Shareholders
that hereafter acquires any Company Shares and (iii) any Person that hereafter acquires any Company Shares from one or more Onex
Shareholders in a Transfer to which Section 4.1 applies.


 


“Permitted
Transferee” shall mean (i) in the case of any Shareholder that is not an individual, any Affiliate of such Shareholder
(including existing affiliated investment funds or vehicles that at all times remain Affiliates) and (ii) in the case of any Shareholder
who is an individual, (A) any successor by death or (B) any trust, partnership, limited liability company or similar entity solely
for the benefit of such individual or such individual’s spouse or lineal descendants, provided that such individual acts
as trustee, general partner or managing member and retains the sole power to direct the voting and disposition of the transferred
Company Shares.


 


“Person”
shall be interpreted broadly and shall include any individual, corporation, company, limited liability company, association, partnership,
joint venture, organization, business, trust, or any other entity or organization, including a government or governmental entity
or department, agency or political subdivision thereof.


 


“Prior Agreement”
shall have the meaning specified in the Recitals.


 


“Public Offering”
shall have the meaning set forth in the Registration Rights Agreement.


 


“Registration
Rights Agreement” shall mean the Amended and Restated Registration Rights Agreement to be entered into by and among the
Company, the Initial Onex Shareholders, the Initial Baring Shareholder, the Management Shareholders and the other parties thereto,
as amended, modified or supplemented from time to time in accordance with the terms thereof.


 


“Representatives”
shall have the meaning specified in Section 6.4.


 


“Restricted
Period” shall mean the period from and including the date of this Agreement to and including October 3, 2021.


 




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“Sale Notice”
shall have the meaning specified in Section 4.1(b).


 


“SEC”
shall mean the U.S. Securities and Exchange Commission.


 


“Securities
Act” shall mean the U.S. Securities Act of 1933, as amended, or any similar federal statute then in effect, and in reference
to a particular section thereof shall include a reference to the comparable section, if any, of any such similar federal statute
and the rules and regulations thereunder.


 


“Shareholder”
shall mean any of the Onex Shareholders, the Baring Shareholders, the Management Shareholders and any Permitted Transferee of any
such Person or other transferee of Company Shares who becomes a party to or bound by the provisions of this Agreement in accordance
with the terms hereof.


 


“Shareholder
Schedule” shall mean the Shareholder Schedule attached as Exhibit A hereto, as the same may be amended or modified
from time to time.


 


“Subsidiary”
shall mean, with respect to any specified Person, any other Person of which (i) a majority of shares of stock or other equity or
economic interests are owned or controlled, directly or indirectly, through one or more intermediaries, by such specified Person
or (ii) the outstanding shares of stock or other equity interests having voting power at such time to elect a majority of the board
of directors or other comparable governing body of such Person, or to otherwise control such Person, are at the time owned or controlled
by, directly or indirectly, one or more intermediaries, or both, by such specified Person.


 


“Tag-Along
Notice” shall have the meaning specified in Section 4.1(c).


 


“Tag-Along
Right” shall have the meaning specified in Section 4.1(a).


 


“Tag-Along
Shareholders” shall have the meaning specified in Section 4.1(a).


 


“Third Party
Terms” shall mean (i) the name of the proposed transferee in a Transfer and the number of Company Shares proposed
to be transferred in such Transfer, (ii) the proposed amount, type and form of per share consideration and the terms and conditions
of payment offered by such transferee and (iii) a summary of any other material terms pertaining to such Transfer.


 


“Transfer”
shall have the meaning set forth in Section 3.1.


 


“Transferring
Shareholder” shall have the meaning specified in Section 4.1(a).


 


SECTION 1.2  Other
Interpretive Provisions. (a) The meanings of defined terms are equally applicable to the singular and plural forms of the
defined terms.


 


(b) The words “hereof”,
“herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision
of this Agreement; and any subsection and Section references are to this Agreement unless otherwise specified.


 




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(c) The term “including”
is not limiting and means “including without limitation.”


 


(d) The captions and
headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.


 


(e) Whenever the context
requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.


 


(f) The term “business
day” means any date except Saturday or Sunday on which commercial banks are not required or authorized to close in New York,
New York, United States or Jersey.


 


ARTICLE
II



Corporate Governance


 


SECTION 2.1  Management.
(a) Subject to the terms and conditions of this Agreement, from and after the Closing, (i) the Onex Shareholders shall have the
right to designate up to seven (7) persons to be appointed or nominated, as the case may be, for election to the Board of Directors
(including any successor, each, an “Onex Nominee”) and (ii) the Baring Shareholders shall have the right to
designate up to two (2) persons to be appointed or nominated, as the case may be, for election to the Board of Directors (including
any successor, each, a “Baring Nominee” and, together with the Onex Nominees, each a “Nominee”),
in each case, by giving written notice to the Company not later than ten (10) days after such Shareholders’ receipt of written
notice of the date of the applicable meeting of shareholders from the Company; provided, however, the initial Nominees
shall be appointed as set forth in Section 2.1(b).


 


(b) The Company and
the Investor Shareholders shall take all Necessary Action such that, as of the Closing: (i) the size of the Board of Directors
shall be set at fourteen (14) members; and (ii) the following persons, including the seven (7) Onex Nominees and the two (2) Baring
Nominees, shall form the composition of the Board of Directors: (x) Jerre Stead, Nicholas Macksey, Anthony Munk, Kosty Gilis and
Karen Mills to be designated by the Onex Shareholders prior to the Closing, each of whom shall be appointed as Class III Directors
with terms ending at the third Annual Meeting of Shareholders following the Closing; (y) Jay Nadler, Paul Edwards, Michael Klein
and one (1) additional Baring Nominee to be designated by the Baring Shareholders prior to the Closing, each of whom shall be appointed
as Class II Directors with terms ending at the second Annual Meeting of Shareholders following the Closing; and (z) Bala Iyer,
Martin Broughton, Sheryl von Blucher and two (2) additional Onex Nominees to be designated by the Onex Shareholders prior to the
Closing, each of whom shall be appointed as Class I Directors with terms ending at the first Annual Meeting of Shareholders following
the Closing.


 


(c) Subject to the
terms and conditions of this Agreement, from and after the Closing, the Company and the Investor Shareholders shall, as promptly
as practicable, take all Necessary Action so that:


 




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(i)          for
so long as the Investor Shareholders Beneficially Own, in the aggregate, a number of Company Shares equal to or greater than seventy
percent (70%) of the total number of Initial Shares, the Investor Shareholders shall have the right to nominate, in the aggregate,
a number of Nominees equal to nine (9) less the number of Investor Directors who are not up for election;


 


(ii)         for
so long as the Investor Shareholders Beneficially Own, in the aggregate, a number of Company Shares equal to or greater than sixty
five percent (65%) of the total number of Initial Shares, the Investor Shareholders shall have the right to nominate, in the aggregate,
a number of Nominees equal to eight (8) less the number of Investor Directors who are not up for election;


 


(iii)        for
so long as the Investor Shareholders Beneficially Own, in the aggregate, a number of Company Shares equal to or greater than sixty
percent (60%) of the total number of Initial Shares, the Investor Shareholders shall have the right to nominate, in the aggregate,
a number of Nominees equal to seven (7) less the number of Investor Directors who are not up for election;


 


(iv)        for
so long as the Investor Shareholders Beneficially Own, in the aggregate, a number of Company Shares equal to or greater than fifty
five percent (55%) of the total number of Initial Shares, the Investor Shareholders shall have the right to nominate, in the aggregate,
a number of Nominees equal to six (6) less the number of Investor Directors who are not up for election;


 


(v)         for
so long as the Investor Shareholders Beneficially Own, in the aggregate, a number of Company Shares equal to or greater than fifty
percent (50%) of the total number of Initial Shares, the Investor Shareholders shall have the right to nominate, in the aggregate,
a number of Nominees equal to five (5) less the number of Investor Directors who are not up for election;


 


(vi)        for
so long as the Investor Shareholders Beneficially Own, in the aggregate, a number of Company Shares equal to or greater than forty
percent (40%) of the total number of Initial Shares, the Investor Shareholders shall have the right to nominate, in the aggregate,
a number of Nominees equal to four (4) less the number of Investor Directors who are not up for election;


 


(vii)       for
so long as the Investor Shareholders Beneficially Own, in the aggregate, a number of Company Shares equal to or greater than thirty
percent (30%) of the total number of Initial Shares, the Investor Shareholders shall have the right to nominate, in the aggregate,
a number of Nominees equal to three (3) less the number of Investor Directors who are not up for election;


 


(viii)      for
so long as the Investor Shareholders Beneficially Own, in the aggregate, a number of Company Shares equal to or greater than twenty
percent (20%) of the total number of Initial Shares, the Investor Shareholders shall have the right to nominate, in the aggregate,
a number of Nominees equal to two (2) less the number of Investor Directors who are not up for election; and


 




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(ix)         for
so long as the Investor Shareholders Beneficially Own, in the aggregate, a number of Company Shares equal to or greater than seven
and one half percent (7.5%) of the total number of Initial Shares, the Investor Shareholders shall have the right to nominate,
in the aggregate, a number of Nominees equal to one (1) less the number of Investor Directors who are not up for election;


 


provided, however, that as
between the Onex Shareholders and the Baring Shareholders, (A) for so long as the Baring Shareholders Beneficially Own, in the
aggregate, a number of Company Shares equal to or greater than fifty percent (50%) of the total number of Initial Baring Shares,
the Baring Shareholders shall have the right to nominate, in the aggregate, a number of Nominees equal to two (2) less the number
of Baring Directors who are not up for election, and (B) for so long as the Baring Shareholders Beneficially Own, in the aggregate,
a number of Company Shares equal to or greater than twenty percent (20%) of the total number of Initial Baring Shares, the Baring
Shareholders shall have the right to nominate, in the aggregate, a number of Nominees equal to one (1) less the number of Baring
Directors who are not up for election, and, in each case, the Onex Shareholders shall have the right to nominate, in the aggregate,
the other Nominees; provided, further, that for so long as the Onex Shareholders are entitled to nominate at least
five (5) Onex Nominees, one of the Onex Nominees shall be the Chief Executive Officer of the Company.


 


(d) Subject to the
Articles, an Onex Director or Baring Director may be removed from the Board of Directors or any comparable position from a Subsidiary
board only upon the written request of the Onex Shareholders or Baring Shareholders, as applicable, entitled to designate such
individual pursuant to this Section 2.1.


 


(e) Any Director may
resign at any time upon notice to the Company. Directors need not be Shareholders.


 


(f) The Company shall
cause the Directors to be reimbursed for all reasonable out-of-pocket expenses incurred in connection with their attendance at
meetings of the Board of Directors and any committees thereof, including travel, lodging and meal expenses, and the Company may
provide reasonable compensation for service of Directors who are not full-time employees of (x) Onex or Baring or either of their
respective Affiliates or (y) the Company or its Subsidiaries, in each case, to the extent permitted by the Jersey Companies Law.


 


SECTION 2.2  Removal.
If any Investor Shareholder or group of Investor Shareholders that is entitled to designate an Onex Director or Baring Director,
as applicable, hereunder notifies the Company and the other Investor Shareholders that such Investor Shareholder or group of Investor
Shareholders desires to remove any Onex Director or Baring Director, as applicable, previously designated by such Investor Shareholder
or group of Investor Shareholders, with or without cause, then such Director shall be removed from the Board of Directors and
the parties shall take all Necessary Action to cause such removal of such Director, including voting all Company Shares in favor
of, or executing a written consent authorizing, such removal.


 


SECTION 2.3  Vacancies.
In the event that a vacancy is created on the Board of Directors at any time by the death, disability, retirement, resignation
or removal of any Onex Director or Baring Director, each party shall take all Necessary Action as will result in the election
or appointment as a Director of an individual designated to fill such vacancy and serve as a Director by the Onex Shareholders
or Baring Shareholders, as applicable, that had, pursuant to Section 2.1, designated the Director whose death, disability,
retirement, resignation or removal resulted in such vacancy on the Board of Directors.


 




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SECTION 2.4  Covenant
to Vote. The Company hereby agrees to take all Necessary Action to call, or cause the Board of Directors to call, a meeting
of shareholders of the Company as may be necessary to cause the election as Directors of those individuals so designated in accordance
with the provisions of this Article II. Each Investor Shareholder hereby agrees to take all Necessary Action to, and to
vote all Company Shares owned or held of record by such Investor Shareholder at any such meeting of shareholders of the Company,
or take all actions by written consent in lieu of any such meeting as may be necessary, to cause the Company to elect as Directors
those individuals included in the slate of nominees proposed by the Board of Directors to the Company’s shareholders for
each election of Directors, including the Nominees designated in accordance with this Article II, and to otherwise effect
the intent of the provisions of this Article II.


 


SECTION 2.5  Restrictions
on Other Agreements. No Investor Shareholder shall grant any proxy or enter into or agree to be bound by any voting trust
with respect to the Company Shares nor shall any Investor Shareholder enter into any other agreements or arrangements of any kind
with any Person with respect to the Company Shares on terms which conflict with the provisions of this Agreement (whether or not
such proxy, voting trust, agreements or arrangements are with other Shareholders that are not parties to this Agreement or otherwise).


 


SECTION 2.6  Committees.
In accordance with the Articles, the Board of Directors may from time to time by resolution establish and maintain one or more
committees of the Board of Directors, each committee to consist of one or more Directors. The Company shall notify the Onex Shareholders
in writing of any new committee of the Board of Directors to be established at least five (5) days prior to the effective establishment
of such committee. If requested by the Onex Shareholders, the Company shall take all necessary steps within its control to cause
at least one Onex Director as requested by the Onex Shareholders to be appointed as a member of each such committee of the Board
of Directors unless such designation would violate any legal restriction on such committee’s composition or the rules and
regulations of any applicable exchange on which the Company’s securities may be listed (subject, in each case, to any applicable
exceptions, including those for “controlled companies” and any applicable phase-in periods). This Section 2.6
shall automatically terminate and be of no further force and effect when the Investor Shareholders are no longer entitled to nominate
three (3) or more Nominees.


 


SECTION 2.7  Additional
Management Provisions. The parties hereby agree, notwithstanding anything to the contrary in any other agreement and to the
fullest extent permitted by law, that when the Onex Shareholders and/or the Baring Shareholders take any action under this Agreement
to give or withhold their consent in their respective capacity as the Shareholders, the Onex Shareholders and/or the Baring Shareholders,
as applicable, shall have no duty (fiduciary or other) to consider the interests of the Company or its Subsidiaries or the other
Company shareholders and may act exclusively in its own interest and shall have only the duty to act in good faith and engage
in fair dealing; provided, however, that notwithstanding anything contained in this Section 2.7, this Section
2.7 shall in no way affect the obligations of the parties hereto to comply with the provisions of this Agreement and the Articles
or affect the duties of the Directors. Each party hereby waives, to the fullest extent permitted by law, all claims, actions or
other rights to which such party might otherwise be entitled and agrees not to bring any claim or action (in law or equity) (other
than with respect to breaches of contractual provisions under this Agreement) against any Onex Shareholder, any Baring Shareholder,
the Company or any of the Company's Subsidiaries in connection with (a) a failure to fulfill a duty (fiduciary or other) to consider
the interests of the Company, the Company's Subsidiaries or the other Company shareholders when taking any actions under this
Agreement in accordance with the prior sentence in their capacity as Shareholders or (b) such Onex Shareholder’s or such
Baring Shareholder’s actions taken in pursuit of its own interests ahead of the interests of the Company, the Company’s
Subsidiaries or the other Shareholders; provided, in each case, that such Onex Shareholder or such Baring Shareholder,
as applicable, has taken such actions in good faith and engaged in fair dealing.


 




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ARTICLE
III



Transfers of Shares


 


SECTION 3.1  Restrictions
on Transfer. Each Shareholder agrees that it will not, directly or indirectly, whether by operation of law or otherwise, offer,
sell, transfer, assign or otherwise dispose of (or make any exchange, gift, assignment, charge or pledge of) any Company Shares
or any rights or interests therein (collectively, a “Transfer”), except (a) with the prior written consent
of the Onex Shareholders and the Baring Shareholders, (b) as provided in Section 4.1, (c) to any Permitted Transferee of
such Shareholder, (d) following the expiration of the Restricted Period and subject to Section 4.1, Transfers by the Onex
Shareholders, (e) in a Public Offering or (f) following the Closing, any Transfer by any Management Shareholder that is approved
with the prior written consent of the Board of Directors; provided, that, in the case of each of the foregoing clauses
(a), (b), (c) and (d), the transferee in question becomes a party to this Agreement and agrees to be bound hereby by executing
a supplemental signature page to this Agreement in the form attached hereto as Exhibit B; provided, further,
that each Investor Shareholder agrees that it will not, directly or indirectly, whether by operation of law or otherwise, Transfer
any Company Shares during the one hundred eighty (180) day period after the Closing (other than any Transfer to a Permitted Transferee
of such Investor Shareholder).


 


SECTION 3.2  Other
Restricted Transfers. Notwithstanding Section 3.1, no Shareholder shall be entitled to Transfer its Company Shares
at any time if such Transfer would:


 


(a) violate Jersey
laws (including the Jersey Companies Law), the Securities Act, the Exchange Act or Blue Sky laws applicable to the Company or the
Company Shares;


 


(b) cause the Company
to become subject to the registration requirements of the U.S. Investment Company Act of 1940, as amended from time to time; or


 


(c) be a “prohibited
transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets”
under ERISA or Section 4975 of the Code.


 


SECTION 3.3  Endorsement
of Certificates. (a) In addition to any other legend which the Company may deem advisable under Jersey laws (including the
Jersey Companies Law) or the Securities Act, all certificates, if any, representing issued and outstanding Company Shares shall
bear the following legend:


 




    	 	10	 



     


    

  


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH LAWS OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF.


 


THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN AMENDED AND RESTATED SHAREHOLDERS
AGREEMENT BETWEEN THE ISSUER AND THE INITIAL HOLDER HEREOF DATED AS OF JANUARY 14, 2019. A COPY OF SUCH AGREEMENT SHALL BE FURNISHED
WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.


 


(b) All certificates,
if any, representing Company Shares hereafter issued to or acquired by any of the Shareholders or their successors hereto shall
bear the legend set forth above.


 


SECTION 3.4  Improper
Transfer. (a) Any attempt to Transfer or encumber any Company Shares not in accordance with this Agreement shall be null and
void and neither the Company nor any transfer agent of such securities shall give any effect to such attempted Transfer or encumbrance
in its Company Share register.


 


(b) If any Shareholder
Transfers any Company Shares to any Permitted Transferee that is an Affiliate of such Shareholder pursuant to Section 3.1(c)
and such Permitted Transferee subsequently ceases to be an Affiliate of such Shareholder at any time thereafter, then such Company
Shares shall automatically be Transferred back to such initial Shareholder without any action on the part of such initial Shareholder
or Permitted Transferee.


 


ARTICLE
IV



Shareholders’ Rights AND OBLIGATIONS


 


SECTION 4.1  Tag-Along
Rights. (a) At any time following the expiration of the Restricted Period, if one or more Onex Shareholders propose to Transfer
(other than a Transfer (x) to any Permitted Transferee of such Onex Shareholder or (y) in a Public Offering or in a distribution
to the public under Rule 144 of the Securities Act) all or any portion of the Company Shares then held by such Onex Shareholder(s)
(the Onex Shareholder(s) proposing such Transfer being the “Transferring Shareholder”), then the provisions
of this Section 4.1 shall apply. In such event, the Baring Shareholders (the “Tag-Along Shareholders”)
shall have the right (the “Tag-Along Right”) to sell in their discretion up to the same percentage of such
Tag-Along Shareholders’ Company Shares as the Transferring Shareholder is proposing to sell in such Transfer by requesting
that the transferee in such Transfer purchase from each such Tag-Along Shareholder up to the number of Company Shares equal to
the number derived by multiplying (i) the total number of Company Shares that the transferee has agreed or committed to purchase
from the Transferring Shareholder by (ii) a fraction, the numerator of which is the total number of Company Shares owned
by such Tag-Along Shareholder, and the denominator of which is the total number of Company Shares then held by the Investor Shareholders.
Any Company Shares purchased from Tag-Along Shareholders pursuant to this Section 4.1(a) shall be purchased upon the
same terms and conditions (including timing of purchase and payment and the type and form of consideration) as such proposed Transfer
by such Transferring Shareholder.


 




    	 	11	 



     


    

  


(b) If any Onex Shareholder
proposes to make a Transfer triggering the Tag-Along Right, such Transferring Shareholder shall send a written notice (each, a
“Sale Notice”) to all Tag-Along Shareholders at least thirty (30) days prior to the date on which such Transferring
Shareholder expects to consummate such Transfer. Each Sale Notice shall set forth the Third Party Terms applicable to the proposed
Transfer, the maximum number of Company Shares the Tag-Along Shareholder to whom the Sale Notice is delivered is entitled to sell
pursuant to the Tag-Along Right (including the calculation of such participant’s pro rata portion) and the anticipated
closing date of the Transfer, and shall be accompanied by a copy of any written documents reflecting the terms and conditions agreed
to by the Transferring Shareholder and the transferee.


 


(c) Each Tag-Along
Shareholder that desires to exercise the Tag-Along Right shall deliver a written notice (each, “Tag-Along Notice”)
to that effect to the Transferring Shareholder within twenty (20) days following receipt of the Sale Notice from such Transferring
Shareholder. The Tag-Along Notice shall state the number of Company Shares (not to exceed the amount determined in accordance with
Section 4.1(a)) that such Tag-Along Shareholder proposes to include in such Transfer, and shall constitute the Tag-Along
Shareholder’s binding agreement to sell its Company Shares on the terms and subject to the conditions as are specified in
or accompany the Sale Notice. If the transferee does not purchase the specified number of Company Shares from the Tag-Along Shareholders
on the same terms and conditions as specified in the Sale Notice and at the same time as the transferee purchases Company Shares
from such Transferring Shareholder, then such Transferring Shareholder shall not be entitled to sell any Company Shares in the
proposed Transfer unless such Transferring Shareholder or its designee substantially concurrently purchases from each such Tag-Along
Shareholder the number of Company Shares of such Tag-along Shareholder as is specified in its Tag-Along Notice, on the Third Party
Terms.


 


(d) At the closing
of the Transfer pursuant to this Section 4.1, the transferee shall remit to each Tag-Along Shareholder the consideration
for the Company Shares of such Tag-Along Shareholder sold pursuant hereto (less any such consideration to be escrowed or otherwise
held back in accordance with the Third Party Terms; provided, however, that such escrow or hold back is pro rata
among all sellers of Company Shares participating in such transaction based on the number of Company Shares being sold by each
such seller in the transaction), against delivery by such Tag-Along Shareholder of certificates (if any) representing such Company
Shares, duly endorsed for Transfer or with duly executed stock powers or similar instruments, or such other instrument of Transfer
of such Company Shares as may be reasonably requested by the transferee or the Company, and the compliance by such Tag-Along Shareholder
with any other conditions to closing generally applicable to all Investor Shareholders selling Company Shares in such transaction;
provided, that (i) no such condition shall require a Tag-Along Shareholder to undertake or agree to bear joint and several
liability with any other party thereto or to bear more than such Tag-Along Shareholder’s proportionate share of any indemnification
obligations or be liable in respect of any individual representations, covenants or warranties made solely with respect to another
Shareholder, including with respect to title, authority, non-contravention and power to transfer equity (in each case, other than
through a common escrow), (ii) no Tag-Along Shareholder shall be liable in respect of any post-closing indemnification in excess
of the aggregate amount of proceeds received by such Tag-Along Shareholder in connection with such Transfer and (iii) no such condition
shall require a Tag-Along Shareholder to enter into any agreement not to compete with the Company or any of its Subsidiaries, or
commit to any similar obligation, in connection with the Transfer.


 




    	 	12	 



     


    

  


(e) If any Transfer
described in a Sale Notice has not been consummated in accordance with the terms set forth in the Sale Notice within one hundred
and eighty (180) days after the Date of Delivery of the Sale Notice, or if (i) the terms of such proposed Transfer have been modified
in any respect that would increase the per share price or (ii) the other non-monetary terms of such proposed Transfer shall have
been changed in any material respect from those set forth in the Sale Notice, such Transfer may not be completed without first
providing a new Sale Notice to the Tag-Along Shareholders and allowing another opportunity for such Tag-Along Shareholders to elect
to exercise their Tag-Along Right set forth in this Section 4.1.


 


SECTION 4.2  Redemptions;
Payment of Dividends. Notwithstanding anything contained herein to the contrary, as between the Company and the Investor Shareholders,
if (i) the Company redeems any Company Shares held by any Investor Shareholder, then such redemption of Company Shares shall be
done on a pro rata basis from all Investor Shareholders based on the number of Company Shares held by each Investor Shareholder
and (ii) the Company pays any dividend or other distribution to the Investor Shareholders, other than in cash, each Investor Shareholder
shall receive the same type and form of payment, on the same timing.


 


ARTICLE
V



Representations and Warranties


 


Each of the parties
to this Agreement hereby represents and warrants to each other party to this Agreement that as of the date such party executes
this Agreement:


 


SECTION 5.1  Existence;
Authority; Enforceability. Such party has the power and authority to enter into this Agreement and to carry out its obligations
hereunder. If such party is not a natural person, such party is duly organized and validly existing under the laws of its jurisdiction
of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been
authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this
Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by such party
and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating
to or affecting creditors’ rights generally, or by the general principles of equity.


 




    	 	13	 



     


    

  


SECTION 5.2  Absence
of Conflicts. The execution and delivery by such party of this Agreement and the performance of its obligations hereunder
does not and will not (i) conflict with, or result in the breach of, any provision of the constitutive documents of such party
(if applicable); (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice,
lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination
or any additional payment obligation, under the terms of any contract, agreement or permit to which such party is a party or by
which such party’s assets or operations are bound or affected; or (iii) violate any law applicable to such party.


 


SECTION 5.3  Consents.
Other than any of those which have already been made or obtained, no consent, waiver, approval, authorization, exemption, registration,
license or declaration is required to be made or obtained by such party in connection with the execution, delivery or performance
of this Agreement.


 


ARTICLE
VI



Miscellaneous


 


SECTION 6.1  Information
Rights; Books and Records; Inspection. (a) The books and records of the Company shall be maintained in the Company’s
office in the United Kingdom and shall be available for inspection by the Investor Shareholders. The Company shall, and shall
cause its Subsidiaries to, (i) afford the Investor Shareholders and their respective agents access at all reasonable times to
its officers, employees, auditors, legal counsel, properties, offices and other facilities and to all of its books and records
and (ii) afford the Investor Shareholders and their respective agents with the opportunity to consult with its officers from time
to time as the Investor Shareholders may reasonably request regarding the affairs, finances and accounts of the Company and its
Subsidiaries.


 


(b) The Company shall
provide the Investor Shareholders with any and all financial and other information relating to its business (including financial
statements and other financial information, consistent with the form and timing such financial statement and information are regularly
produced by the Company) reasonably requested by the Investor Shareholders, including such information as may be necessary to comply
with regulatory or other governmental filings. Without limiting the generality of the foregoing, the Company shall cooperate with
the Investor Shareholders as reasonably requested in connection with the preparation and filing of any tax returns, the conduct
of any tax audits or other proceedings and the compliance with any other tax obligations relating to the Company and its Subsidiaries,
including by promptly providing the Investor Shareholders with any information and documentation reasonably necessary in connection
with such tax returns, audits, proceedings or other obligations.


 


(c) For so long as
this Agreement shall be in effect, this Agreement shall be made available for inspection by any Shareholder at the principal place
of business of the Company.


 




    	 	14	 



     


    

  


(d) Each Investor Shareholder
acknowledges that it is aware (and that its Representatives are aware or, upon receipt of any confidential, non-public information
regarding the Company, its Subsidiaries and its and their respective businesses, will be advised by such Shareholder) that (i)
any confidential, non-public information regarding the Company, its Subsidiaries and its and their respective businesses being
furnished to it or its Representatives may contain material, non-public information and (ii) the United States securities laws
prohibit any Persons who have material, non-public information about a company from purchasing or selling securities of such company
or from communicating such information to any Person under circumstances in which it is reasonably foreseeable that such Person
is likely to purchase or sell such securities in reliance upon such information.


 


SECTION 6.2  Freedom
to Pursue Opportunities. The parties expressly acknowledge and agree that: (i) the Onex Shareholders, the Baring Shareholders,
each Onex Director who is an employee of Onex or any Affiliate of Onex, each Baring Director who is an employee of Baring or any
Affiliate of Baring and their respective Affiliates shall have the right to, and shall have no duty (contractual or otherwise)
not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company or its Subsidiaries,
including those deemed to be competing with the Company or its Subsidiaries; and (ii) in the event that any Onex Shareholder,
any Baring Shareholder, any such Onex Director, any such Baring Director or any of their respective Affiliates acquires knowledge
of a potential transaction or matter that may be a corporate opportunity for both the Company or its Subsidiaries and such Shareholder,
Director or any other Person, the Shareholder, Director or Affiliate thereof, as applicable, shall have no duty (contractual or
otherwise) to communicate or present such corporate opportunity to the Company or its Subsidiaries, as the case may be, and, notwithstanding
any provision of this Agreement to the contrary, shall not be liable to the Company or its Subsidiaries or their respective Affiliates
or equityholders for breach of any duty (contractual or otherwise) by reason of the fact that such Shareholder, Director or Affiliate,
as applicable, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person,
or does not present such opportunity to the Company or its Subsidiaries, unless, in the case of this clause (ii), such corporate
opportunity is expressly offered to an Onex Director or Baring Director in writing solely to such Person in his or her capacity
as a Director.


 


SECTION 6.3  Termination.
This Agreement shall terminate and be of no further force and effect upon the written agreement of the Company and the Investor
Shareholders (but only for so long as any Investor Shareholder holds any Company Shares) to terminate this Agreement; provided
that such termination shall not release any party of any liability for any breach of this Agreement occurring prior to such
termination.


 


SECTION 6.4  Publicity
and Confidentiality. Each Shareholder shall keep confidential this Agreement and shall not disclose, issue any press release
or otherwise make any public statement in connection herewith without the prior written consent of the Investor Shareholders (not
to be unreasonably withheld) unless so required by applicable law, any governmental authority or stock exchange rule or regulation
or for those provisions which are or will be replicated in the Articles or are otherwise publicly disclosed or made a matter of
public record; provided that no such written consent shall be required (and each Investor Shareholder shall be free to
release such information) for disclosures of such information or other confidential, non-public information regarding the Company,
its Subsidiaries and its and their respective businesses or otherwise to (i) each Investor Shareholder’s partners, members,
advisors, employees, agents, prospective investors, accountants or attorneys so long as such Persons agree to keep such information
confidential (such Persons, the “Representatives”) or (ii) any prospective purchaser of any Company Shares
from an Onex Shareholder, to the extent that such prospective purchaser agrees to keep such information confidential. Each party
agrees and acknowledges that the Onex Directors and the Baring Directors may share confidential, non-public information about
the Company and its Subsidiaries with the Onex Shareholders, the Baring Shareholders and each of their respective Representatives,
and otherwise in accordance with the immediately preceding sentence, subject to applicable law.


 




    	 	15	 



     


    

  


SECTION 6.5  Acknowledgment.
Each Shareholder acknowledges and agrees that the provisions of this Agreement have been reviewed and are understood by such Shareholder,
and expresses the will and intention of such Shareholder and agrees not to take any action to frustrate the purposes and provisions
of this Agreement.


 


SECTION 6.6  Successors
and Assigns; Benefit. Except as otherwise provided herein, all of the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties
hereto. The Company may not assign any of its rights hereunder other than by operation of law. If any transferee of any Shareholder
shall acquire any Company Shares, in any manner, whether by operation of law or otherwise, except in a Public Offering or in a
distribution to the public under Rule 144 of the Securities Act, such Company Shares shall be held subject to all of the terms
of this Agreement, and by taking and holding such Company Shares such Person shall be entitled to receive the benefits of and
be conclusively deemed to have agreed to be bound by and to comply with all of the terms and provisions of this Agreement. There
shall be no third-party beneficiaries to this Agreement.


 


SECTION 6.7  Severability.
In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be construed
by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 6.8  Amendment
and Modification; Waiver of Compliance; Conflicts. (a)  This Agreement may be amended only by a written instrument duly executed by the Company and the Investor Shareholders
(but only for so long as any Investor Shareholder holds any Company Shares); provided, however, that Exhibit A
to this Agreement may be amended at any time by the Company to add as a party hereto any Person that acquires any Company
Shares in compliance with the terms of this Agreement and executes a supplemental signature page hereto in the form attached as
Exhibit B.


 


(b) Except as otherwise
provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein
may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver,
but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate
as a waiver of, or estoppel with respect to, any subsequent or other failure.


 


SECTION 6.9  Notices.
Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or
refusal of receipt) and shall be in writing and delivered personally or sent by facsimile, or first class mail, or by Federal
Express, United Parcel Service or other similar courier or other similar means of communication, as follows:


 




    	 	16	 



     


    

  


(i)          If
to the Company, addressed to it at Friars House, 160 Blackfriars Road, London, SE1 8EZ, United Kingdom, Attention: General Counsel;
with a copy (which shall not constitute notice) to Latham & Watkins LLP, 555 Eleventh Street, NW, Suite 1000, Washington, DC
20004; Attention: Paul Sheridan and Shaun Hartley; Facsimile: (202) 637-2201


 


(ii)         If
to the Onex Shareholders, addressed to Onex Partners, 161 Bay Street, Suite 4900, Toronto, ON M5J 2S1; Attention: Kosty Gilis and
Andrea Daly; Facsimile: (416) 362-5705; with a copy (which shall not constitute notice) to Latham & Watkins LLP, 555 Eleventh
Street, NW, Suite 1000, Washington, DC 20004; Attention: Paul Sheridan and Shaun Hartley; Facsimile: (202) 637-2201;


 


(iii)        If
to the Baring Shareholders, addressed to Baring Private Equity Asia Pte Limited, 50 Collyer Quay, #11-03/04 OUE Bayfront, Singapore
049321; Attention: Patrick Cordes and Nicholas Macksey; Facsimile: +65 6532 0660; with a copy (which shall not constitute notice)
to Ropes & Gray LLP, 191 N. Wacker Drive, 32nd Floor, Chicago, IL 60606; Attention: Neill Jakobe and Timothy Castelli;
Facsimile: (312) 845-5505;


 


(iv)        If
to a Shareholder other than the Onex Shareholders or the Baring Shareholders, to the address of such Shareholder set forth in the
share register of the Company;


 


or, in each case, to such other address
or facsimile number as such party may designate in writing to each other party hereto by written notice given in the manner specified
herein.


 


All such communications
shall be deemed to have been given, delivered or made when so delivered by hand or sent by facsimile (with confirmed transmission),
on the next business day if sent by overnight courier service (with confirmed delivery) or when received if sent by first class
mail.


 


SECTION 6.10  Sponsor
Agreements. The Investor Shareholders hereby agree to cause Onex and Baring to terminate each of the Consulting Services Agreements
in accordance with Section 8.04 of the Merger Agreement.


 


SECTION 6.11  Entire
Agreement. The provisions of this Agreement and the other writings referred to herein or delivered pursuant hereto which form
a part hereof contain the entire agreement among the parties hereto with respect to the subject transactions contemplated hereby
and thereby and supersede all prior oral and written agreements and memoranda and undertakings among the parties hereto with regard
to such subject matter.


 




    	 	17	 



     


    

  


SECTION 6.12  Conflict
with Articles. In the event of a conflict between the Articles and this Agreement, it is expressly agreed that as between
the Shareholders this Agreement shall prevail and the parties shall use reasonable best efforts to amend the Articles to be consistent
with this Agreement. In the event of a conflict between the provisions of Jersey law and this Agreement (or any conflict with
Delaware law), the parties shall cooperate to effectuate the provisions of this Agreement in accordance with, and take such actions
as may be required to satisfy, the requirements of Jersey law (or Delaware law, as applicable), including taking all Necessary
Action to fully effectuate the intents and purposes of this Agreement while satisfying any requirement of Jersey law (or Delaware
law, as applicable). For the avoidance of doubt, nothing contained in this Agreement shall be deemed to constitute an amendment
of the Articles or of any previous articles of association of the Company. Notwithstanding any other provisions of this Agreement,
to the extent not inconsistent with the Articles and the Jersey Companies Law (or Delaware law), the Company undertakes to be
bound by and comply with the terms and conditions of this Agreement insofar as the same relates to the Company and any Subsidiaries
of the Company and to act in all respects as contemplated by this Agreement.


 


SECTION 6.13  Withholding.
Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to deduct and withhold from any payment
made by it to any Shareholder such amounts, if any, as are required to be deducted and withheld under applicable tax law; provided,
that the Company shall (a) use commercially reasonable efforts to notify the applicable Investor Shareholder in writing of such
withholding no later than five (5) business days prior to the date on which the applicable payment is to be made and (b) cooperate
in good faith with such Investor Shareholder to allow the claiming of an available exemption from or reduction in any such deduction
or withholding. To the extent that any such amounts are withheld and paid over by the Company to the applicable taxing authority,
such amounts shall be treated as having been paid to the Shareholder in respect of which the withholding was made.


 


SECTION 6.14  Recapitalizations,
Exchanges, Etc., Affecting the Shares; New Issuances. The provisions of this Agreement shall apply, to the fullest extent
set forth herein, with respect to the Company Shares and to any and all equity or debt securities of the Company or any successor
or assign of the Company (whether by merger, amalgamation, consolidation, sale of assets, or otherwise) which may be issued in
respect of, in exchange for, or in substitution of, the Company Shares and shall be appropriately adjusted for any share dividends,
splits, reverse splits, combinations, subdivisions, reclassifications, recapitalizations, reorganizations and the like occurring
after the date hereof.


 


SECTION 6.15  Choice
of Law; Remedies; Submission to Jurisdiction; Waiver of Jury Trial. To the greatest extent permitted by Jersey law, this Agreement
and any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall
be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice
or conflict of law provision or rule (whether of such state or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than those of the State of Delaware.


 


EACH OF THE PARTIES
HERETO ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY BREACH OF THIS AGREEMENT, THE NON-BREACHING PARTY WOULD BE IRREPARABLY
HARMED AND COULD NOT BE MADE WHOLE BY MONETARY DAMAGES, AND THAT, IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED
AT LAW OR IN EQUITY, THE PARTIES SHALL BE ENTITLED TO SUCH EQUITABLE OR INJUNCTIVE RELIEF AS MAY BE APPROPRIATE. THE CHOICE OF
FORUM SET FORTH IN THIS SECTION BELOW SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OF A COURT DESCRIBED IN CLAUSE
(A) OF THIS SECTION BELOW, OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SUCH A JUDGMENT, IN ANY OTHER APPROPRIATE
JURISDICTION.


 




    	 	18	 



     


    

 


IN THE EVENT ANY PARTY
TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR
ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (A) AGREE UNDER ALL CIRCUMSTANCES ABSOLUTELY
AND IRREVOCABLY TO INSTITUTE ANY SUCH LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
LOCATED IN WILMINGTON, DELAWARE, OR, IF UNDER APPLICABLE LAW EXCLUSIVE JURISDICTION IS VESTED IN THE U.S. FEDERAL COURTS, THE UNITED
STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE (AND APPELLATE COURTS THEREOF); (B) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION,
PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH COURT DESCRIBED IN CLAUSE (A)
OF THIS SECTION AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT
BEING UNDERSTOOD THAT NOTHING IN THIS SECTION SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY ACTION TO THE UNITED
STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE); (C) AGREE TO WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION,
PROCEEDING OR ACTION WAS BROUGHT IN ANY INCONVENIENT FORUM; (D) AGREE, AFTER CONSULTATION WITH COUNSEL, TO WAIVE ANY RIGHTS TO
A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS RELATING TO THIS AGREEMENT; (E) AGREE TO SERVICE OF PROCESS IN ANY SUCH LITIGATION,
PROCEEDING OR ACTION BY MAILING OF COPIES THEREOF TO SUCH PARTY AT ITS ADDRESS SET FORTH HEREIN FOR COMMUNICATIONS TO SUCH PARTY;
(F) AGREE THAT ANY SERVICE MADE AS PROVIDED HEREIN SHALL BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (G) AGREE THAT
NOTHING HEREIN SHALL AFFECT THE RIGHTS OF ANY PARTY TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


SECTION 6.16  Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


SECTION 6.17  Further
Assurances; Company Logo. At any time or from time to time after the date hereof, the parties hereto agree to cooperate with
each other, and at the request of the Company and each of the Investor Shareholders, to execute and deliver any further instruments
or documents and to take all such further action as may be so reasonably requested in order to evidence or effectuate the provisions
of this Agreement and to otherwise carry out the intent of the parties hereunder. The Company hereby grants the Onex Shareholders,
the Baring Shareholders and their respective Affiliates permission to use the Company’s and each of its Subsidiaries’
name and logo in marketing materials related to their respective investment advisory or investment management businesses.


 




    	 	19	 



     


    

  


SECTION 6.18  Effectiveness.
This Agreement shall become effective solely upon (a) execution of this Agreement by each of the Company, CHJL and the Investor
Shareholders and (b) the consummation of the Closing. In the event that the Merger Agreement is terminated for any reason without
the Closing having occurred, this Agreement shall not become effective, shall be void ab initio and the Prior Agreement shall
continue in full force and effect without amendment or restatement.


 


SECTION 6.19  Enforcement.
The parties acknowledge and agree that, if a party is not performing its obligations hereunder or is otherwise in breach of this
Agreement, in addition to and without limiting the rights of the parties hereunder, a majority of the Directors who are “independent”
pursuant to the listing standard of the New York Stock Exchange shall have the right to seek enforcement of this Agreement and
the obligations of the parties hereunder.


 


*     *    *


 




    	 	20	 



     


    

 


IN WITNESS WHEREOF,
each of the undersigned has signed this Agreement as of the date first above written:


 


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


 


Signature Page to Shareholders Agreement


 




     


     


    

 


	 	ONEX ADVISOR SUBCO LLC 
	 	 	 	 
	 	By:	/s/ Joel Greenberg
	 	 	Name:  	Joel Greenberg
	 	 	Title:	Director
	 	 	 	 
	 	By:	/s/ Marci Settle
	 	 	Name:  	Marci Settle
	 	 	Title:	Director
	 	 	 	 
	 	ONEX PARTNERS HOLDINGS LIMITED
	 	S.À R.L.
	 	 	 	 
	 	By:	/s/ Joshua Hausman
	 	 	Name:  	Joshua Hausman
	 	 	Title:	Type A Manager
	 	 	 	 
	 	By:	/s/ Oliver Dorier
	 	 	Name:  	Oliver Dorier
	 	 	Title:	Type B Manager
	 	 	 	 
	 	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


 


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


 


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	 	ONEX PARTNERS IV SELECT LP
	 	 	 	 
	 	By:	Onex Partners IV GP LLC, 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 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 US Principals GP LLC
	 	 	 	 
	 	By:	/s/ Joshua Hausman
	 	 	Name:	Joshua Hausman
	 	 	Title:	Director


 


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	 	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


 


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	 	ELGIN INVESTMENT HOLDINGS LIMITED
	 	 	 	 
	 	By:	/s/ Tariq Syed Usman
	 	 	Name:	Tariq Syed Usman
	 	 	Title:	Alternate Director to Caroline Baker


  


Signature Page to Shareholders Agreement


 




     


     


    

 


EXHIBIT A


 


Shareholder
SCHEDULE


 


As of [·],
20191


 


	Onex Shareholders	 	Company Shares
	Onex Advisor Subco LLC	 	[ · ]
	Onex Partners Holdings Limited S.À R.L.	 	[ · ]
	Onex Partners IV LP	 	[ · ]
	Onex Partners IV PV LP	 	[ · ]
	Onex Partners IV Select LP	 	[ · ]
	Onex Partners IV GP LP	 	[ · ]
	Onex US Principals LP	 	[ · ]
	Onex Camelot Co-Invest LP	 	[ · ]
	Total Onex Shareholders	 	[ · ]
	 	 	 
	Baring Shareholders	 	Company Shares
	Elgin Investment Holdings Limited	 	[ · ]
	Total Baring Shareholders	 	[ · ]
	 	 	 
	Management Shareholders	 	Company Shares
	David Lee Kockalko	 	[ · ]
	Kevin Joseph Mc Curry	 	[ · ]
	Richard Hanks	 	[ · ]
	Chawki Hassoun	 	[ · ]


 





 



1
Note: The parties acknowledge that Schedule A shall be completed following the Closing.


 




     


     


    

  


	Ronda Sue Majure	 	[ · ]
	Vicky Harris	 	[ · ]
	Christopher Sean McKenna	 	[ · ]
	Stuart Justin Recher	 	[ · ]
	Stephen Paul Hartman	 	[ · ]
	Vincent Joseph Caraher	 	[ · ]
	Nadler Family Investments LLC	 	[ · ]
	Nagaraju Bandaru	 	[ · ]
	Brian J. Binsfeld	 	[ · ]
	Janice Eisenberg Read	 	[ · ]
	Daniel Irvin Videtto III	 	[ · ]
	Kathleen Ann Sullivan	 	[ · ]
	Richard William Neale	 	[ · ]
	Hemant Suresh Gandhi	 	[ · ]
	Jeremy Maben Lawson	 	[ · ]
	Vijayshree Krishnan	 	[ · ]
	Charles J. Neral	 	[ · ]
	Andrew Ryan Hillary Preston	 	[ · ]
	Eric Wilhelm Yan	 	[ · ]
	Jeffrey Laurier Roy	 	[ · ]
	Annette Christina Thomas	 	[ · ]
	Yasemin Guzide Agatan	 	[ · ]
	Christine Elizabeth Archbold	 	[ · ]


 




     


     


    

  


	Andrea Joy Degutis	 	[ · ]
	Andrew Graham Wright	 	[ · ]
	Biao Wang	 	[ · ]
	Jan-Eric Reichelt	 	[ · ]
	Benjamin Sean Kaube	 	[ · ]
	Todd David Fegan	 	[ · ]
	Nikola Vujic	 	[ · ]
	Jeffrey Charles Mastendino	 	[ · ]
	Francis Thomas Paleno Jr.	 	[ · ]
	Ian Benedict MacLochlainn	 	[ · ]
	David Curtin Brown	 	[ · ]
	Jeffrey Scott Huntsman	 	[ · ]
	Total Management Shareholders	 	[ · ]
	Total All Shareholders	 	[ · ]


 




     


     


    

 


EXHIBIT B


 


SIGNATURE PAGE

TO

SHAREHOLDERS AGREEMENT


 


By execution of this
signature page, [Name] hereby agrees to become a party to, and to be bound by the obligations of, and receive the benefits of,
that certain Amended and Restated Shareholders Agreement, dated as of January 14, 2019, by and among Clarivate Analytics PLC, a
public limited company organized under the laws of Jersey, and certain other parties named therein, as amended from time to time
thereafter, as a[n] [Onex] [Baring] [Management] “Shareholder” under such agreement.


 


	 	 
	 	[Name]
	 	 
	 	Notice Address:
	 	 
	 	 
	 	 
	 	 


 


	ACCEPTED AS OF [__], 20[__]:	 
	 	 
	CLARIVATE ANALYTICS PLC	 
	 	 	 
	By:	 	 
	Name:  	 	 
	Title: