ccc_Ex10_9


		
			Exhibit 10.9
		

		
			CLARIVATE ANALYTICS PLC
Friars House
160 Blackfriars Road
London SE1 8EZ
		

		
			January 18, 2020
		

		
			To the Investor Shareholders
Under the Below-Referenced Registration Rights Agreement
		

		
			Re:Waiver and First 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 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 (the “Registration Rights Agreement”); capitalized terms being used herein as therein defined.
		

		
			On January 17, 2020, the Company announced that it had signed a definitive agreement to acquire Decision Resources Group for $950 million, $900 million of which is payable in cash (together with any additional cash used by the Company to pay expenses incidental to such acquisition, the “DRG Cash Consideration”). The Company intends to conduct one or more registered offerings of Company Shares (each, a “DRG Primary Equity Offering”) in order to:  (i) finance all or a portion of the DRG Cash Consideration or (ii) repay any indebtedness that may be incurred by the Company in order to finance all or a portion of the DRG Cash Consideration. The Company has requested, and you have agreed, to waive any and all notice, registration, piggy-back and other rights of Holders under the Registration Rights Agreement solely in connection with any DRG Primary Equity Offering that is completed on or prior to May 16, 2020.
		

		
			In addition, in connection with any other future filing by the Company of a Registration Statement under the Securities Act, or any other Public Offering, for which advance written notice to Holders of Registrable Securities is required to be given under Section 2.2.1 of the Registration Rights Agreement, the Company has requested, and you have agreed, that Section 2.2.1 of the Registration Rights Agreement is hereby amended to reduce the timeframe for the Company to provide such notice to Holders from “no less than ten (10) days” to “no less than five (5) days;”  and the Company shall include in any such Registration Statement or Public Offering all such Registrable Securities which are requested to be included therein within five (5) days after the Company has given such notice, in each case, on the terms and subject to the conditions set forth in the Registration Rights Agreement (except as  amended pursuant to this sentence).
		

		
			Kindly confirm your agreement to the foregoing by signing in the space provided below, whereupon the Registration Rights Agreement shall be deemed amended (and the waiver thereunder granted) pursuant to Sections 7.2 and 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 ANALYTICS PLC
		

		
			 
		

			
					
						 

					
					
						By:

					
					
						/s/ Jerre L. Stead

				
	
					
						 

					
					
						Name:

					
					
						Jerre L. Stead

				
	
					
						 

					
					
						Title:

					
					
						Chief Executive Officer

				



		
			
		

		
			


		 





		

		
			Confirmed and agreed.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ONEX SHAREHOLDERS:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						NEW PCO II INVESTMENTS LTD

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Christopher A. Govan

				
	
					
						 

					
					
						Name: Christopher A. Govan

				
	
					
						 

					
					
						Title: Vice President

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Michelle Iskander

				
	
					
						 

					
					
						Name: Michelle Iskander

				
	
					
						 

					
					
						Title: Secretary

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						ONEX PARTNERS HOLDINGS LLC

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Matthew Ross

				
	
					
						 

					
					
						Name: Matthew Ross

				
	
					
						 

					
					
						Title: Managing 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:

					
					
						/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 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

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						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:

					
					
						For and on behalf of VSG Corporate Limited

				
	
					
						 

					
					
						 

					
					
						/s/ Siddharth Swarup

				
	
					
						 

					
					
						Name: VSG Corporate Limited

				
	
					
						 

					
					
						Title: Director

				



		
			 
		

		
			The undersigned hereby consents to the amendments to (and the waiver granted under) the Registration Rights Agreement pursuant to Sections 7.2 and 8.5 thereof on the terms described above on behalf of each Sponsor Holder.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						SPONSOR REPRESENTATIVE

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						JERRE L. STEAD

				
	
					
						 

					
					
						solely in his capacity as Sponsor Representative

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Jerre L. Stead

				
	
					
						 

					
					
						Name: Jerre L. Stead

				
	
					
						 

					
					
						Title: Chief Executive Officer