Exhibit 10.4


 


CLARIVATE ANALYTICS
PLC


Friars House

160 Blackfriars Road

London SE1 8EZ United Kingdom


 


September 3, 2019


 


Camelot Holdings (Jersey)
Limited

Friars House

160 Blackfriars Road

London SE1 8EZ United Kingdom


 


		Re:	Amendment to Sponsor Agreement (this “Agreement”)



 


Ladies and Gentlemen:


 


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


 


WHEREAS, paragraph
7(d) of the Sponsor Agreement provides that certain Holdings Shares and Holdings Warrants (the “Specified Securities”)
beneficially owned by M. Klein Associates, Inc., Jerre Stead, Sheryl von Blucher and Garden State Capital Partners LLC (collectively,
the “Applicable Founders”) are subject to the vesting and forfeiture provisions of paragraph 7(d) of the Sponsor
Agreement; and


 


WHEREAS, the board
of directors of the Company has determined to waive the vesting and forfeiture restrictions of paragraph 7(d) of the Sponsor Agreement
with respect to the Specified Securities, subject to the consummation of the secondary offering of Holdings Shares described in
that certain registration statement on Form F-1 filed by the Company with the U.S. Securities and Exchange Commission on September
3, 2019 (such offering, “the Offering”).


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:


 


Section 1. Amendments.
Effective as of the Effective Time, the Sponsor Agreement is amended pursuant to Paragraph 12 thereof as follows:


 




     


     


    

 


		a.	Paragraph 7(d) of the Sponsor Agreement is hereby amended by amending and restating Paragraph 7(d)
to read in its entirety as follows:



 


		“(d)	Issuance
of Sweetener Shares Upon a Company Sale.



 


		1.	In the event of a Company Sale (as defined below) prior to the sixth anniversary of the Closing
Date, if the per share price paid or implied in such Company Sale equals or exceeds $20.00, then, to the extent the Sweetener Shares
have not previously been issued, all Sweetener Shares shall be issued in accordance with paragraph 5(b) above immediately prior
to the consummation of the Company Sale. “Company Sale” means (i) a purchase, sale, exchange, business combination
or other transaction (including a merger or consolidation of Holdings with or into any other corporation or other entity) in which
the equity securities of Holdings, its successor or the surviving entity of such business combination or other transaction are
not registered under the Exchange Act or listed or quoted for trading on a national securities exchange or (ii) a sale, lease,
exchange or other transfer in one transaction or a series of related transactions of all or substantially all of Holdings’
assets to a third party that is not an Affiliate of Holdings, Onex, Baring, any Founder, the Sponsor or Garden State (or a group
of third parties that are not Affiliates of Holdings, Onex, Baring, any Founder, the Sponsor or Garden State). For avoidance of
doubt, following a transaction or business combination that is not a “Company Sale” hereunder, including a transaction
or business combination in which the equity securities of the surviving entity of such business combination or other transaction
are registered under the Exchange Act and listed or quoted for trading on a national securities exchange, the equitable adjustment
provisions of Paragraph 23 shall apply, including, without limitation, to the criteria for issuance and allotment under Section
5(b).



 


		2.	Stock Price Level. For purposes of paragraph 5(b), the applicable “Stock Price
Level” will be considered achieved only when the last reported sale price per Holdings Share on the New York Stock Exchange
equals or exceeds the applicable threshold for any 40 trading days during a 60 consecutive trading day period, which 60 consecutive
trading day period will not commence until the earlier of (i) the date on which Onex or Baring sell any of their respective Holdings
Shares to a third party that is not an Affiliate of Onex, Baring, any Founder, the Sponsor or Garden State, or (ii) the first anniversary
of the Closing Date. The Stock Price Levels (and the share price levels in a Company Sale in paragraph 7(d)(1) and paragraph 5(b))
will be equitably adjusted on account of any share split, reverse share split or similar equity restructuring transaction.”



 


		b.	The definition of Subject Shares in paragraph 11 of the Sponsor Agreement is hereby amended and
restated in its entirety as follows (the blackline below indicates the changes being made pursuant to this Agreement):



 




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“(k)“Subject
Shares” shall mean, collectively, the Holdings Shares Beneficially Owned by the Sponsor, Garden State and the Founders
and in each case any of their permitted transferees (including, if the transaction giving rise to the Tag-Along Right is a Company
Sale, the Sweetener Shares, if any, that would be issuable in connection with such Company Sale pursuant to paragraph 7(d)(1))
and that are no longer Locked-Up Holdings Securities.”


 


		c.	The definition of Time-Delayed Performance Securities in paragraph 11 of the Sponsor Agreement
is hereby deleted in its entirety.



 


		d.	The references to paragraph 7(d) in Annex A of the Sponsor Agreement are hereby deleted.



 


Section 2. Interpretation.
Except as explicitly amended on March 29, 2019 and hereby, the Sponsor Agreement shall continue, without amendment, in full force
and effect from and after the Effective Time. On and after the Effective Time, whenever the Sponsor Agreement is referred to in
any agreements, documents, or instruments, such reference shall be deemed to be to the Sponsor Agreement as amended on March 29,
2019 and as further amended by this Agreement. Without limitation to the foregoing, from and after the Effective Time, for the
purposes of any agreement, document or instrument that references Section 7(d) of the Sponsor Agreement, the Specified Securities
shall be deemed in all respects to be fully vested for all purposes thereof, including for the avoidance of doubt, for the purposes
of the applicable terms of that certain Registration Rights Agreement, dated as of May 13, 2019, by and among Holdings, Churchill,
Sponsor and the Holders (as defined therein).


 


Section 3. Effectiveness.
This Agreement shall become effective as of the consummation of the Offering (the “Effective Time”). If the
Offering is not consummated, then this Agreement shall automatically terminate without any further force or effect and the Sponsor
Agreement shall continue, without giving effect to any of the amendments set forth herein, in full force and effect from and after
such termination. This Agreement shall automatically terminate when the Sponsor Agreement terminates in accordance with its terms
(provided that this Section 3 and Section 17 of the Sponsor Agreement shall survive the termination hereof).


 


Section 4. Representations
and Warranties. Each of the Company and Holdings represents and warrants, as of the date hereof and as of the Effective Time:


 


		a.	it is validly existing and (if applicable) in good standing under the laws of the jurisdiction
of its organization, and this Agreement is a legal, valid, and binding obligation of such party, enforceable against it in accordance
with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally
or by equitable principles relating to enforceability;



 


		b.	the entry into of, and the performance by it of the transactions contemplated by, this Agreement
do not, and will not, conflict in any material respect with any law or regulation applicable to it or with any of its articles
of association, memorandum of association or other constitutional documents; and



 




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		c.	except as expressly provided in this Agreement, it has all requisite corporate or other power and
authority to enter into, execute, and deliver this Agreement and to perform its respective obligations under this Agreement.



 


Section 5. Specific
Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached, and that money damages or legal remedies
would not be an adequate remedy for any such damages. Therefore, it is accordingly agreed that each party shall be entitled to
enforce specifically the terms and provisions of this Agreement, or to enforce compliance with, the covenants and obligations of
the other party, in any court of competent jurisdiction. Any person seeking an injunction, a decree or order of specific performance
shall not be required to provide any bond or other security in connection therewith and any such remedy shall be in addition to,
and not in substitution for, any other remedy to which such party is entitled at law or in equity.


 


Section 6. Miscellaneous.
Sections 12 (Entire Agreement; Amendments), 13 (Assignment), 15 (Counterparts), 16 (Severability), 17 (Governing Law; Venue; Waiver
of Jury Trial), and 18 (Notices) of the Sponsor Agreement are hereby incorporated into this Agreement by reference as if set forth
in full herein, mutatis mutandis, and shall apply in all respects to this Agreement.


 


[Signature page follows.]


 




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


 


	 	Sincerely,
	 	 
	 	CLARIVATE ANALYTICS PLC
	 	 	 
	 	By:	/s/ Jerre L. Stead
	 	Name: Jerre L. Stead
	 	Title:   Chief Executive Officer


 


ACCEPTED AND AGREED


as of the date first
written above:


 


CAMELOT HOLDINGS (JERSEY)
LIMITED


 


	By:	/s/ Stephen Hartman	 
	Name: Stephen Hartman	 
	Title:   Director	 


 


[Signature Page to
Amendment to Sponsor Agreement]