Exhibit 4.6



AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT



THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2019, is made and entered into 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 (“Acquiror”), Churchill Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each
such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section
8.2 of this Agreement, a “Holder” and collectively the “Holders”).



RECITALS



WHEREAS, the Company,
Acquiror, Camelot Holdings (Jersey) Limited, a private limited company organized under the laws of the Island of Jersey, 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 (the “Merger Agreement”);



WHEREAS, as a result
of the consummation of the transactions contemplated by the Merger Agreement, the Holders will hold Company Shares (as defined
below) and/or warrants to purchase Company Shares;



WHEREAS, Acquiror
and certain of the Sponsor Holders (as defined below) are a party to a Registration Rights Agreement, dated as of September 6,
2018 (the “Prior Agreement”);and



WHEREAS, in connection
with the consummation of the transactions contemplated by the Merger Agreement, Acquiror and the Sponsor Holders desire to amend
and restate the Prior Agreement in its entirety as set forth herein, and the Company and the Holders (other than the Sponsor Holders)
desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect
to certain securities of the Company, as set forth in this Agreement.



NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:



Article
I.DEFINITIONS



1.1         Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:



“Acquiror”
shall have the meaning given in the Preamble.











“Adverse Disclosure”
shall mean public disclosure of material non-public information which, in the Board’s good faith judgment, after consultation
with independent outside counsel to the Company, (i) would be required to be made in any Registration Statement filed with the
SEC by the Company so that such Registration Statement would not be materially misleading, (ii) would not be required to be made
at such time but for the filing of such Registration Statement and (iii) the Company has a bona fide business purpose for not disclosing
publicly.



“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 have the meaning given in the Preamble.



“Automatic Shelf
Registration Statement” shall have the meaning specified in Section 3.1.



“Baring Shareholders”
shall have the meaning specified in the Shareholders Agreement.



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



“Board”
shall mean the Board of Directors of the Company.



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



“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.



“Demand Notice”
shall have the meaning specified in Section 2.1.6.



“Demand Period”
shall have the meaning specified in Section 2.1.5.



“Demand Registration”
shall have the meaning specified in Section 2.1.1.



“Demand Registration
Statement” shall have the meaning specified in Section 2.1.1.



“Demand Suspension”
shall have the meaning specified in Section 2.1.8.



“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.



“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.



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“Founder Shares
Lock-up Period” shall have the meaning specified in the Sponsor Agreement.



“Holders”
shall have the meaning given in the Preamble.



“Investor Shareholders”
shall have the meaning specified in the Shareholders Agreement.



“Investor Shareholder
Lock-up Period” shall mean the period commencing on the date hereof and ending on the one hundred eightieth (180th)
day after the date hereof.



“Loss”
shall have the meaning specified in Section 6.1.



“Management Shareholders”
shall have the meaning specified in the Shareholders Agreement.



“Merger Agreement”
shall have the meaning given in the Recitals hereto.



“Onex Shareholders”
shall have the meaning specified in the Shareholders Agreement.



“Permitted Transferees”
shall mean (a) in the case of any Sponsor Holder, any permitted transferee as provided in paragraph 7(c) of the Sponsor Agreement,
(b) in the case of any Holder (other than any Sponsor Holder) that is not an individual, any Affiliate of such Holder (including
existing affiliated investment funds or vehicles that at all times remain Affiliates) and (c) in the case of any Holder (other
than any Sponsor Holder) who is an individual, (i) any successor by death or (ii) 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.



“Piggyback Registration”
shall have the meaning specified in Section 2.2.1.



“Preemption Notice”
shall have the meaning specified in Section 2.1.7.



“Prior Agreement”
shall have the meaning given in the Recitals hereto.



“Prospectus”
shall mean the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including
post effective amendments, and all other material incorporated by reference in such prospectus.



“Public Offering”
shall mean a public offering and sale of Company Shares pursuant to an effective Registration Statement under the Securities Act.



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“Registrable Securities”
shall mean (a) all Company Shares owned of record by the Holders and (b) warrants to purchase Company Shares held by the Holders
(including any Company Shares issued or issuable upon the exercise of any such warrant); provided, however, that
only the Company Shares and warrants to purchase Company Shares, in each case, held by the Sponsor Holders that have vested in
accordance with the terms of paragraph 7(d) of the Sponsor Agreement shall be deemed Registrable Securities, except (x) with respect
to such Company Shares subject only to time-based vesting under paragraph 7(d) of the Sponsor Agreement, such Company Shares shall
be deemed Registrable Securities if such Company Shares will vest within sixty (60) days of the effective date of the applicable
Registration Statement and (y) with respect to Company Shares and warrants to purchase Company Shares subject to performance vesting
under paragraph 7(d) of the Sponsor Agreement, such Company Shares and warrants to purchase Company Shares shall be deemed Registrable
Securities if the Company, upon the written request of the Sponsor Representative, reasonably determines that such Company Shares
or warrants to purchase Company Shares are reasonably likely to vest within sixty (60) days of the effective date of the applicable
Registration Statement; provided, further, that no such Company Shares or warrants to purchase Company Shares may
be sold under any Registration Statement until such Company Shares or warrants to purchase Company Shares shall have vested in
accordance with the terms of paragraph 7(d) of the Sponsor Agreement. As to any particular Registrable Securities that have been
issued, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of
such securities shall have become effective under the Securities Act and such securities shall have been disposed of under such
Registration Statement, (ii) in the case of such securities held by the Investor Shareholders or the Sponsor Holders, they shall
have been distributed to the public pursuant to Rule 144 under the Securities Act (or any similar rule that may be adopted by the
SEC), (iii) in the case of such securities held by the Management Shareholders, they shall have become eligible for distribution
to the public pursuant to Rule 144 under the Securities Act (or any similar rule that may be adopted by the SEC), or (iv) they
shall have ceased to be outstanding.



“Registration”
shall mean the registration of securities with the SEC pursuant to a Registration Statement.



“Registration
Expenses” shall have the meaning specified in Section 5.1.



“Registration
Statement” shall mean any registration statement of the Company filed with, or to be filed with, the SEC under the rules
and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, and all exhibits to and all material incorporated by reference in such registration
statement other than a registration statement (and related Prospectus) filed on Form S-8 or any successor form thereto.



“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.



“Shareholders
Agreement” shall mean the Amended and Restated Shareholders Agreement of the Company, dated as of January 14, 2019, by
and among the Company, the Onex Shareholders, the Baring Shareholders, and the other Persons party thereto from time to time, as
the same may be amended, restated or modified from time to time.



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“Shelf Period”
shall have the meaning specified in Section 2.1.5.



“Shelf Registration
Statement” shall mean a Registration Statement filed with the SEC on either (a) Form S-3 or Form F-3 (or any successor
form or other appropriate form under the Securities Act) or (b) if the Company is not permitted to file a Registration Statement
on Form S-3 or Form F-3, an evergreen Registration Statement on Form S-1 or Form F-1 (or any successor form or other appropriate
form under the Securities Act), in each case, for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities
Act (or any similar rule that may be adopted by the SEC) covering the Registrable Securities, as applicable.



“Shelf Takedown
Notice” shall have the meaning specified in Section 2.1.6.



“Shelf Takedown
Request” shall have the meaning specified in Section 2.1.2(a).



“Sponsor”
shall have the meaning given in the Preamble hereto.



“Sponsor Agreement”
means the Sponsor Agreement, dated as of January 14, 2019, by and among the Company, Acquiror, the Sponsor Holders and the other
parties thereto, as the same may be amended, restated or modified from time to time.



“Sponsor Holders”
means the Sponsor, Garden State Capital Partners LLC, M. Klein Associates, Inc., Michael S. Klein, Martin Broughton, Balakrishnan
S. Iyer, Karen G. Mills, Sheryl von Blucher, Jerre Stead, the Iyer Family Trust dated 1/25/2001, Mills Family I, LLC, K&BM
LP and JMJS Group – II, LP.



“Sponsor Representative”
means (a) Jerre Stead or (b) following the death of Jerre Stead, the disqualification, resignation or removal of Jerre Stead as
a director of the Company or the date on which Jerre Stead no longer beneficially owns any Company Shares, (i) Michael Klein or
(ii) if Michael Klein has died, been disqualified, resigned or removed as a director of the Company or no longer beneficially owns
any Company Shares, then the Person selected by the Sponsor Holders then holding a majority of the Company Shares held by the Sponsor
Holders and reasonably acceptable to the Investor Shareholders. “Beneficially owns” for purposes of this definition
shall include securities held by Churchill Sponsor LLC for the benefit of a Sponsor Holder other than Sponsor.



“Subsidiary”
shall mean, with respect to any specified Person, any other Person of which (a) 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 (b) 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.



“Underwritten
Offering” shall mean a Public Offering in which Company Shares are sold to an underwriter or underwriters on a firm commitment
basis for reoffering to the public.



“Underwritten
Shelf Takedown” means an underwritten Public Offering pursuant to an effective Shelf Registration Statement.



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“WKSI”
shall have the meaning specified in Section 3.1.



Article
II.REGISTRATIONS



2.1         Demand
Registrations.



2.1.1         Demand
by Holders. At any time and from time to time, any Investor Shareholder or the Sponsor Representative, on behalf of
the Sponsor Holders, may make a written request to the Company for Registration of Registrable Securities held by such Investor
Shareholder or the Sponsor Holders, as applicable, and any other Holders of Registrable Securities; provided, that the Baring
Shareholders, collectively, may only make three (3) such written requests; provided, further that (x) for so long as the Investor
Shareholders beneficially own, in the aggregate, at least two hundred thousand (200,000) Company Shares, the Sponsor Representative
may only make one (1) such written request and only if the Company is eligible to file a Registration Statement on Form S-3 or
Form F-3 at the time of such written request and (y) after such time as the Investor Shareholders cease to beneficially own, in
the aggregate, at least two hundred thousand (200,000) Company Shares, the Sponsor Representative may only make three (3) such
written requests (including any such request pursuant to the foregoing clause (x)). Any such requested Registration shall hereinafter
be referred to as a “Demand Registration.” Any Demand Registration may request that the Company register Registrable
Securities on an appropriate form, including a Shelf Registration Statement and, if the Company is a WKSI, an automatic shelf
registration statement. The Company shall promptly provide to the Investor Shareholders or the Sponsor Representative, as applicable,
the information necessary to determine the Company’s status as a WKSI upon reasonable request. Each request for a Demand
Registration shall specify the aggregate number of Registrable Securities to be registered. As soon as reasonably practicable
following a request for a Demand Registration, the Company shall file a Registration Statement relating to such Demand Registration
(a “Demand Registration Statement”), and shall use its reasonable best efforts to cause such Demand Registration
Statement to promptly be declared effective under the Securities Act.



2.1.2         Shelf
Takedown.



(a)          At
any time the Company has an effective Shelf Registration Statement with respect to an Investor Shareholder’s Registrable
Securities, by notice to the Company, an Investor Shareholder may make a written request (a “Shelf Takedown Request”)
to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of such Investor Shareholder’s
Registrable Securities that may be registered under such Shelf Registration Statement, and as soon as practicable the Company shall
amend or supplement the Shelf Registration Statement as necessary for such purpose.



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(b)          At
any time the Company has an effective Shelf Registration Statement with respect to a Sponsor Holder’s Registrable Securities,
by at least seven (7) business days’ advance written notice to the Company and the Investor Shareholders, the Sponsor Representative
may make a Shelf Takedown Request to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all
or a portion of such Sponsor Holder’s Registrable Securities that may be registered under such Shelf Registration Statement,
and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose,
in each case, unless, within four (4) business days of receipt of such notice, an Investor Shareholder delivers a Shelf Takedown
Request to the Company, in which case, the Sponsor Representative’s Shelf Takedown Request shall be automatically withdrawn
and Section 2.1.6 shall apply with respect to the Investor Shareholder’s Shelf Takedown Request.



2.1.3         Limitation
on Demand Registration and Underwritten Shelf Takedowns. The Company shall not be obligated to (x) file a Demand Registration
Statement under this Section 2.1 unless the aggregate purchase price of the Registrable Securities to be included in the
requested Registration (determined by reference to the offering price on the cover of the registration statement proposed to be
filed, or, in the case of a Shelf Registration Statement, reasonably expected to be sold pursuant thereto from time to time) is
greater than $100,000,000 (or, in the case of a Demand Registration initiated by the Sponsor Representative, either (i) $75,000,000
or (ii) 7,500,000 Company Shares), or (y) effect any Underwritten Shelf Takedown unless the aggregate purchase price of the Registrable
Securities to be sold is greater than $50,000,000 (or, in the case of a Demand Registration initiated by the Sponsor Representative,
either (i) $50,000,000 or (ii) 5,000,000 Company Shares).



2.1.4         Demand
Withdrawal. Any Holder may withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness
of the applicable Demand Registration Statement. Upon receipt of notices from the Investor Shareholder(s) or the Sponsor Representative,
as applicable, requesting a withdrawal of its Registrable Securities from a Demand Registration, the Company shall cease all efforts
to secure effectiveness of the applicable Demand Registration Statement unless otherwise requested by the Onex Shareholders to
the extent an Onex Shareholder has Registrable Securities in such Demand Registration; provided that, if the Baring Shareholder
or the Sponsor Representative, as applicable, requests such withdrawal, and the Onex Shareholders request that such withdrawal
not be effected, then (x) the withdrawing Baring Shareholder or the Sponsor Holders, as applicable, shall not be required to continue
participating in such Demand Registration and (y) such Demand Registration will not count as one of the Baring Shareholders’
or the Sponsor Representative’s, as applicable, Demand Registrations. Any Demand Registration initiated by the Baring Shareholder
or the Sponsor Representative that is withdrawn by such initiating shareholder in accordance with this Section 2.1.4 due
to adverse market conditions shall not be considered a request for a Demand Registration by such party under Section 2.1.1.



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2.1.5         Effective
Registration. A registration request pursuant to Section 2.1.1 shall not be deemed a Demand Registration unless the
Demand Registration Statement is declared effective by the SEC and remains effective for not less than 180 days (or such shorter
period when all Registrable Securities covered by such Demand Registration Statement have been sold), or if such Registration Statement
relates to an Underwritten Offering, then such longer period as in the opinion of counsel for the underwriter or underwriters a
Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer (the
applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (a)
during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the
SEC or other governmental agency or court or (b) the conditions to closing specified in the underwriting agreement, if any, entered
into in connection with such registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach
of such applicable underwriting agreement by a participating Holder. The Company shall use its reasonable best efforts to keep
any Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming part
of the Shelf Registration Statement to be usable by Holders until the earlier of: (i) the date as of which all Registrable
Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities
Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder);
and (ii) the date as of which no Holder holds Registrable Securities (such period of effectiveness, the “Shelf Period”).



2.1.6         Demand
Notice. Promptly upon receipt of any request for a Demand Registration pursuant to Section 2.1.1 (other than in connection
with an Underwritten Offering effected pursuant to a Shelf Registration Statement) but in no event more than two (2) business days
thereafter, the Company shall deliver a written notice (a “Demand Notice”) of such Demand Registration request
to all Holders of Registrable Securities, and the Company shall include in such Demand Registration all such Registrable Securities
with respect to which the Company has received written requests for inclusion therein within three (3) business days after the
date that the Demand Notice has been delivered. Promptly upon receipt of any Shelf Takedown Request for an Underwritten Shelf Takedown,
but in no event more than two (2) business days thereafter (or such shorter period as may be reasonably requested in connection
with an underwritten “block trade”), the Company shall deliver a written notice (a “Shelf Takedown Notice”)
of such Shelf Takedown Request to all Holders of Registrable Securities registered pursuant to such Shelf Registration Statement
(other than to Management Shareholders), and the Company shall include in such Underwritten Shelf Takedown all such Registrable
Securities with respect to which the Company has received written requests for inclusion therein within two (2) business days (or
such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date
that the Shelf Takedown Notice has been delivered.



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2.1.7         Preemption.
If not more than thirty (30) days prior to receipt of any request for a Demand Registration pursuant to Section 2.1.1, the
Company shall have (a) circulated to prospective underwriters and their counsel a draft of a Registration Statement for a primary
offering of equity securities on behalf of the Company, (b) solicited bids for a primary offering of Company Shares or (c) otherwise
reached an understanding with an underwriter with respect to a primary offering of Company Shares, the Company may preempt the
Demand Registration with such primary offering by delivering written notice of such intention (the “Preemption Notice”)
to the Holders making a request for a Demand Registration within five (5) days after the Company has received the request. The
period of preemption may be up to forty-five (45) days following the date of the Preemption Notice or such longer period as the
Company is subject to a lock-up pursuant to Section 7.3. Notwithstanding anything to the contrary herein, the Company shall
not be entitled to exercise its right to preempt a Demand Registration pursuant to this Section 2.1.7 more than once during
any 12 month period.



2.1.8         Delay
in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement
at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such
action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand
Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension
(a) more than once during any twelve (12) month period or (b) for a period exceeding forty-five (45) days. In the case of a Demand
Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to
sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the
Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain
any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented
as the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration
Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable
to such registration form or by the Securities Act or as may be requested by the Holders of a majority of the Registrable Securities
that are included in such Demand Registration Statement.



2.1.9         Underwritten
Offering. If the Holders of not less than a majority of the Registrable Securities requesting a Demand Registration so elect,
such offering of Registrable Securities shall be in the form of an Underwritten Offering. The Holders initiating the underlying
Demand Registration for such Underwritten Offering shall have the right to select the managing underwriter or underwriters to administer
the offering; provided, that (i) any such managing underwriter or underwriters shall be reasonably acceptable to the Company
and (ii) in the event that an Investor Shareholder is participating in such Underwritten Offering and did not initiate the underlying
Demand Registration, such managing underwriter or underwriters shall be reasonably acceptable to the applicable Investor Shareholder,
such consent not to be unreasonably withheld, conditioned or delayed.



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2.1.10         Priority
of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten
Offering of the Registrable Securities included in a Demand Registration (or, in the case of a Demand Registration not being underwritten,
the Holders of a majority of the Registrable Securities included therein) or an Underwritten Shelf Takedown advise the Company
in writing (which, for the avoidance of doubt, may be via e-mail) that, in its or their opinion, the number of securities requested
to be included in such Demand Registration or Underwritten Shelf Takedown exceeds the number which can be sold in such offering
without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the
market for the securities offered, then the Company will include in such offering, (a) first, the number of Registrable
Securities requested by all Holders of Registrable Securities to be included in such offering that, in the opinion of such managing
underwriter(s) (or, in the case of a Demand Registration not being underwritten, the Holders of a majority of the Registrable Securities
included therein), can be sold without having such significant adverse effect, such amount to be allocated among all such Holders
of Registrable Securities pro rata on the basis of the respective number of Registrable Securities then held by each such
Holder, (b) second, only if all of the Registrable Securities referred to in clause (a) have been included in such offering,
the securities the Company proposes to sell and (c) third, only if all of the securities referred to in clauses (a) and
(b) have been included in such offering, any other securities eligible for inclusion in such Registration.



2.2         Piggyback
Registration.



2.2.1         Participation.
If the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect
to any offering of Company Shares for its own account or for the account of any other Persons (other than (a) a Registration under
Section 2.1, (b) a Registration on Form S-4 or S-8 or any successor form thereto, (c) a Registration of securities
solely relating to an offering and sale to employees, directors or consultants of the Company or any of its Subsidiaries pursuant
to any benefit or incentive plan or (d) a Registration Statement relating to the registration of Company Shares in connection with
a payment under the Tax Receivable Agreement (as defined in the Merger Agreement)), then, as soon as practicable (but in no event
less than ten (10) days prior to the initial filing of such Registration Statement or, in the case of a Public Offering under a
Shelf Registration Statement, three (3) days prior to the anticipated pricing date), the Company shall give written notice of such
proposed filing or Public Offering to all Holders of Registrable Securities (other than Management Shareholders in connection with
a registration effected pursuant to a Shelf Registration Statement (including any Underwritten Shelf Takedown)), and such notice
shall offer such Holders of Registrable Securities the opportunity to register under such Registration Statement, or to sell in
such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”).
Subject to Section 2.2.2, the Company shall include in such Registration Statement or in such Public Offering all such Registrable
Securities which are requested to be included therein within ten (10) days after the Company has given such notice or, in the case
of a Public Offering under a Shelf Registration Statement, one (1) day prior to the pricing date; provided, however,
that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective
date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to
register or sell or to delay Registration of such securities, the Company shall give written notice of such determination to each
Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved
of its obligation to register any Registrable Securities in connection with such Registration or Public Offering (but not from
its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders
under Section 2.1, and (ii) in the case of a determination to delay registering or selling, in the absence of a request
for a Demand Registration or an Underwritten Shelf Takedown, shall be permitted to delay registering or selling any Registrable
Securities, for the same period as the delay in registering or selling such other securities. If such Public Offering is to be
underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2.1 must, and the
Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in
such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder
making a request for a Piggyback Registration pursuant to this Section 2.2.1 must, and the Company shall make such arrangements
so that each such Holder may, participate in such offering on such basis. Each Holder of Registrable Securities shall be permitted
to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the pricing
of such Registration.



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2.2.2         Priority
of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable
Securities included in a Piggyback Registration informs the Company in writing (which, for the avoidance of doubt, may be via e-mail)
that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering
exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing
or distribution of the securities offered or the market for the securities offered, then the securities to be included in such
Piggyback Registration shall be (a) first, the number of Registrable Securities that the Company proposes to sell, that,
in the opinion of such managing underwriter(s), can be sold without having such significant adverse effect, (b) second,
only if all securities referred to in clause (a) have been included in such registration, the number of Registrable Securities
requested by all Investor Shareholders to be included in such offering that, in the opinion of such managing underwriter(s), can
be sold without having such significant adverse effect, pro rata on the basis of the respective number of Registrable Securities
then held by each such Investor Shareholder, (c) third, only if all securities referred to in clauses (a) and (b) have been
included in such offering, the number of Registrable Securities requested by all Management Shareholders and Sponsor Holders to
be included in such offering that, in the opinion of such managing underwriter(s), can be sold without having such significant
adverse effect, pro rata on the basis of the respective number of Registrable Securities then held by each such Management
Shareholder and Sponsor Holder and (d) fourth, only if all securities referred to in clauses (a), (b) and (c) have been
included in such Registration, the number of Company Shares that any other Person exercising a contractual right to demand Registration
proposes to sell that, in the opinion of such managing underwriter(s), can be sold without having such significant adverse effect,
pro rata on the basis of the respective number of Company Shares then held by each such Person.



2.2.3         No
Effect on Demand Registrations or Shelf Takedowns. No Registration of Registrable Securities effected pursuant to this Section
2.2 shall be deemed to have been effected pursuant to Section 2.1 or shall relieve the Company of its obligations
under Section 2.1.



2.3         Restrictions
on Registration Rights. Notwithstanding anything to the contrary contained in this Agreement, no Registration Statement shall
become effective, (a) with respect to any Registrable Securities held by any Sponsor Holder, until after the expiration of the
Founder Shares Lock-up Period, and (b) with respect to any Registrable Securities held by any Investor Shareholder, until after
the expiration of the Investor Shareholder Lock-up Period.



11







Article
III.REGISTRATION PROCEDURES



3.1         General
Procedures. In connection with the Company’s Registration obligations under Sections 2.1 and 2.2, the Company
shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance
with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith
the Company shall, among other things:



3.1.1         prepare
the required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed
therewith, and before filing a Registration Statement or Prospectus, or any amendments or supplements thereto, (x) furnish to the
underwriters, if any, and to the Holders of the Registrable Securities covered by such Registration Statement, copies of all documents
prepared to be filed and (y) except in the case of a Registration under Section 2.2, not file any Registration Statement
or Prospectus or amendments or supplements thereto or any free writing prospectus related thereto to which the Investor Shareholder(s)
or the Sponsor Representative, as applicable, requesting a Demand Registration or an Underwritten Shelf Takedown, as applicable,
or the underwriters, if any, shall reasonably object;



3.1.2         as
soon as reasonably practicable file with the SEC a Registration Statement relating to the Registrable Securities, including all
exhibits and financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such
Registration Statement to become effective under the Securities Act as soon as practicable thereafter;



3.1.3         prepare
and file with the SEC such pre- and post-effective amendments to such Registration Statement and supplements to the Prospectus
or any free writing prospectus related thereto as may be (a) reasonably requested by any participating Investor Shareholder, (b)
reasonably requested by any participating Holder to the extent such request relates to information relating to such Holder, or
(c) necessary to keep such Registration effective for the period of time required by this Agreement, and comply with provisions
of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement during
such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration
Statement;



12







3.1.4         notify
the participating Holders of Registrable Securities and the managing underwriter or underwriters, if any, and (if requested) confirm
such advice in writing (which, for the avoidance of doubt, may be via e-mail) and provide copies of the relevant documents, as
soon as practicable after notice thereof is received by the Company (a) when the applicable Registration Statement or any amendment
thereto has been filed or becomes effective, and when the applicable Prospectus or any amendment or supplement to such Prospectus
or any free writing prospectus related thereto has been filed and/or used, (b) of any written comments by the SEC or any request
by the SEC for amendments or supplements to such Registration Statement or such Prospectus or for additional information, (c) of
the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or
any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening
of any proceedings for such purposes, (d) if, at any time, the representations and warranties of the Company in any applicable
underwriting agreement cease to be true and correct in all material respects, and (e) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose;



3.1.5         promptly
notify each selling Holder of Registrable Securities and the managing underwriter or underwriters, if any, when the Company becomes
aware of the happening of any event as a result of which the applicable Registration Statement or the Prospectus included in such
Registration Statement (as then in effect) or any free writing prospectus related thereto or the information conveyed to any purchaser
at the time of sale to such purchaser contains any untrue statement of a material fact or omits to state a material fact necessary
to make the statements therein (in the case of such Prospectus, any preliminary Prospectus, any free writing prospectus and any
information conveyed to any purchaser at the time of the sale to such purchaser, in light of the circumstances under which they
were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement such
Registration Statement or Prospectus, any free writing prospectus related thereto or any information conveyed to any purchaser
at the time of the sale to such purchaser in order to comply with the Securities Act and, in either case as promptly as reasonably
practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holders and the managing underwriter
or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus, any free writing prospectus related
thereto or any information conveyed to any purchaser at the time of the sale to such purchaser which shall correct such misstatement
or omission or effect such compliance;



3.1.6         use
its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order suspending the use of any Registration
Statement, preliminary or final Prospectus;



3.1.7         use
its reasonable best efforts to incorporate in a Prospectus supplement or post-effective amendment such information as (x) the managing
underwriter or underwriters, (y) the participating Investor Shareholder(s) and (z) in the case of a Demand Registration by the
Sponsor Representative, the Sponsor Representative agree should be included therein relating to the plan of distribution with respect
to such Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon
as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective
amendment;



13







3.1.8         furnish
to each selling Holder of Registrable Securities and each underwriter, if any, without charge, as many conformed copies as such
Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment
thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including
those incorporated by reference) and any free writing prospectus utilized in connection therewith;



3.1.9         deliver
to each selling Holder of Registrable Securities and each underwriter, if any, without charge, as many copies of the applicable
Prospectus (including each preliminary prospectus) and any amendment or supplement thereto or any free writing prospectus relating
thereto as such Holder or underwriter may reasonably request (it being understood that the Company consents to the use of such
Prospectus or any amendment or supplement thereto or any free writing prospectus relating thereto by each of the selling Holders
of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities
covered by such Prospectus or any amendment or supplement thereto) and such other documents as such selling Holder or underwriter
may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter;



3.1.10         on
or prior to the date on which the applicable Registration Statement is declared effective, use its reasonable best efforts to register
or qualify, and cooperate with the selling Holders of Registrable Securities, the managing underwriter or underwriters, if any,
and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of each state and other jurisdiction of the United States as any such selling Holder
or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other
acts or things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required
by Section 2.1.5;



3.1.11         cooperate
with the selling Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends,
and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting
agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with
the instructions of the selling Holders of Registrable Securities at least two (2) business days prior to any sale of Registrable
Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect
thereof;



3.1.12         use
its reasonable best efforts to (a) cause the Registrable Securities covered by the applicable Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof
or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities and (b) keep such registration
or qualification in effect for so long as such registration statement remains in effect;



3.1.13         deliver
promptly to counsel to the Holders of Registrable Securities and each underwriter, if any, participating in the offering of the
Registrable Securities copies of all comment letters from the SEC or its staff with respect to such Registration Statement;



14







3.1.14         not
later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and
provide the applicable transfer agent with printed certificates, if applicable, for the Registrable Securities which are in a form
eligible for deposit with The Depository Trust Company;



3.1.15         make
such representations and warranties to the Holders of Registrable Securities being registered, and the underwriters or agents,
if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;



3.1.16         enter
into and perform its obligations under such customary agreements (including underwriting agreements in customary form) and take
all such other actions as (x) the participating Investor Shareholder(s), (y) in the case of a Demand Registration by the Sponsor
Representative, the Sponsor Representative or (z) the managing underwriter or underwriters, if any, reasonably request in order
to expedite or facilitate the registration and disposition of such Registrable Securities;



3.1.17         use
its reasonable best efforts to obtain for delivery to the underwriter or underwriters, if any, an opinion or opinions from counsel
for the Company (including outside counsel) dated the date of the closing(s) under the underwriting agreement, in customary form,
scope and substance, which opinions shall be reasonably satisfactory to such underwriters and their respective counsel;



3.1.18         use
its reasonable best efforts to, in the case of an Underwritten Offering, obtain for delivery to the Company and the managing underwriter
or underwriters, a comfort letter from the Company’s independent certified public accountants (and, if necessary and to the
extent that the Company or any business acquired after the date hereof has previously engaged such independent certified public
accountants or independent auditors, any other independent certified public accountants or independent auditors of any Subsidiary
of the Company or any business acquired by the Company for which financial statements and financial data are required to be included
in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort letters as
the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought
down to the closing under the underwriting agreement;



3.1.19         use
commercially reasonably efforts to cooperate with each seller of Registrable Securities and each underwriter, if any, participating
in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made
with FINRA or any securities exchange on which such Registrable Securities are traded or will be traded;



3.1.20         use
commercially reasonably efforts to, to the extent required by the rules and regulations of FINRA, retain a Qualified Independent
Underwriter (as such term is defined in FINRA Rule 5121(f)(12));



15







3.1.21         use
its reasonable best efforts to comply with the Securities Act and, if applicable, make available to its securityholders, as soon
as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules
and regulations promulgated thereunder;



3.1.22         use
its reasonably best efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities
covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;



3.1.23         use
its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on
each securities exchange on which similar securities issued by the Company are then listed or quoted;



3.1.24         subject
to appropriate confidentiality arrangements, make available upon reasonable notice at reasonable times and for reasonable periods
for inspection by a representative appointed by the participating Investor Shareholder(s) or the Sponsor Representative, by any
underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant
or other agent retained by such Investor Shareholder(s), Sponsor Representative or any such underwriter, all pertinent financial
and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers,
directors, employees, agents and representatives to, and use its reasonable best efforts to cause the independent public accountants
who have certified its financial statements to, make themselves available to discuss the business of the Company and to supply
all information requested by any such Person in connection with such Registration Statement as shall be necessary to enable them
to exercise their due diligence responsibility;



3.1.25         in
the case of an Underwritten Offering, cause the senior executive officers of the Company and its Subsidiaries to participate in
the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters
in any such Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated
herein and customary selling efforts related thereto;



3.1.26         take
all reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by Section 2.1
or Section 2.2 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act
to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken
together with the related Prospectus, Prospectus supplement and related documents, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading;



3.1.27         in
connection with any Underwritten Offering, if at any time the information conveyed to a purchaser at the time of sale to such purchaser
includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading, promptly file with the SEC such amendments or
supplements to such information as may be necessary so that the statements as so amended or supplemented will not, in light of
the circumstances, be misleading;



16







3.1.28         provide
all such other certificates, letters, opinions and other requested documents customarily provided in public offerings similar to
the offering then being undertaken; and



3.1.29         take
all such other reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable
Securities in accordance with the terms of this Agreement.



To the extent the Company
is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time any
Demand Registration is submitted to the Company, and such Demand Registration requests that the Company file an automatic shelf
registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”)
on Form S-3 or Form F-3, the Company shall file an Automatic Shelf Registration Statement which covers those Registrable Securities
which are requested to be registered by the Investor Shareholders or the Sponsor Representative. If the Company does not pay the
filing fee covering the Registrable Securities at the time the Automatic Shelf Registration Statement is filed, the Company agrees
to pay such fee at such time or times as the Registrable Securities are to be sold. To the extent required in order to maintain
an effective Automatic Shelf Registration Statement covering the Registrable Securities, the Company shall file a new Automatic
Shelf Registration Statement covering the Registrable Securities. If at any time when the Company is required to re-evaluate its
WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to file a new Shelf
Registration Statement and keep such Shelf Registration Statement effective during the period during which such registration statement
is required to be kept effective.



If the Company files any
Shelf Registration Statement for the benefit of the holders of any securities other than the Investor Shareholders, the Company
agrees that it shall include in such Shelf Registration Statement such disclosures as may be required by Rule 430B (referring to
the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders)
in order to ensure that the Investor Shareholders may be added to such Shelf Registration Statement at a later time through the
filing of a Prospectus supplement rather than a post-effective amendment.



3.2         Obligations
of the Holders. The Company may require each seller of Registrable Securities as to which any Registration is being effected
to furnish to the Company such information regarding the distribution of such securities and such other information relating to
such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing. Each
Holder of Registrable Securities agrees to furnish such information to the Company and to cooperate with the Company as reasonably
necessary to enable the Company to comply with the provisions of this Agreement.



17







3.3         Suspension
of Use of Prospectus. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3.1.5, such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3.1.5, or until such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and if so directed by the Company, such Holder shall deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period during
which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during
the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities
covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section
3.1.5 or is advised in writing by the Company that the use of the Prospectus may be resumed.



3.4         Blue
Sky Laws. If any such Registration Statement or comparable statement under Blue Sky laws refers to any Holder by name or otherwise
as the Holder of any securities of the Company, then such Holder shall have the right to require (a) the insertion therein of language,
in form and substance reasonably satisfactory to such Holder and the Company, to the effect that the holding by such Holder of
such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities
covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements
of the Company or (b) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company,
as advised by counsel, required by the Securities Act or any state Blue Sky law then in force, the deletion of the reference to
such Holder.



Article
IV.UNDERWRITTEN OFFERINGS



4.1         Demand
Registrations. If requested by the underwriters for any Underwritten Offering requested by Holders of Registrable Securities
pursuant to Section 2.1, the Company shall enter into an underwriting agreement with such underwriters for such offering,
such agreement to be reasonably satisfactory in substance and form to the Company, the Investor Shareholder(s) requesting such
Demand Registration or Underwritten Shelf Takedown and the underwriters, and to contain such representations and warranties by
the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable
to the recipient thereof than those provided in Article VI. The Holders of the Registrable Securities proposed to be distributed
by such underwriters shall cooperate with the Company in the negotiation of such underwriting agreement. Such Holders of Registrable
Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement
shall (a) contain such representations and warranties by such Holders of Registrable Securities and such other terms as are generally
prevailing in agreements of that type, including indemnities, and the aggregate amount of liability of any Holder shall not exceed
such Holder’s net proceeds from such Underwritten Offering, and (b) provide that any or all of the conditions precedent to
the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of
such Holders of Registrable Securities.



18







4.2         Piggyback
Registrations. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section
2.2 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall,
if requested by any Holder pursuant to Section 2.2 and subject to the provisions of Section 2.2.2, use its reasonable
best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such
Registration, all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed
by such underwriters in such Registration. The Holders of the Registrable Securities to be offered in such Registration shall be
parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (a) contain
such representations and warranties by such Holders of Registrable Securities and such other terms as are generally prevailing
in agreements of that type, including indemnities, and the aggregate amount of liability of any Holder shall not exceed such Holder’s
net proceeds from such Underwritten Offering, and (b) provide that any or all of the conditions precedent to the obligations of
such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable
Securities.



4.3         Participation
in Underwritten Registrations. Subject to Sections 4.1 and 4.2, no Person may participate in any Underwritten
Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in, and agrees to
become a party to, any underwriting arrangements approved by the Persons entitled to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, medallion guarantees, indemnities and other documents required under the terms
of such underwriting arrangements or otherwise reasonably requested by the underwriters.



4.4         Price
and Underwriting Discounts. In the case of an Underwritten Offering under Section 2.1, the price, underwriting discount
and other financial terms for the Registrable Securities shall be determined by the Holders of a majority of the Registrable Securities
included in the Underwritten Offering.



19







Article
V.REGISTRATION EXPENSES



5.1         Registration
Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, and all reasonable
out-of-pocket costs and expenses incurred by the Holders in connection with any registration and sale of Registrable Securities
pursuant to this this Agreement (excluding (x) any underwriters’ or brokerage discounts or commissions payable in respect
of the sale of Registrable Securities by any Holder and (y) except as set forth in clauses (g) and (h) below, fees and expenses
of legal counsel to any Holder) shall be paid by the Company, including (a) all registration and filing fees, and any other
fees and expenses associated with filings required to be made with the SEC, FINRA or other applicable governmental entity (including
reasonable fees and disbursements of counsel for the underwriters in connection with the FINRA qualification of the Registrable
Securities), (b) all fees and expenses in connection with compliance with any securities or Blue Sky laws and determination of
the eligibility of the Registrable Securities for investment under the laws of the various jurisdictions (including reasonable
fees and disbursements of counsel for the underwriters in connection with Blue Sky qualification of the Registrable Securities),
(c) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing
certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses),
(d) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including
the expenses of any special audit and cold comfort letters required by or incident to such performance) or its Subsidiaries or
any business acquired by the Company for which financial statements and financial data are, or are required to be, included in
the Registration Statement, (e) Securities laws liability insurance or similar insurance if the Company so desires or the underwriters
so require in accordance with then-customary underwriting practice, (f) all fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation
system, (g) all reasonable fees and disbursements of one law firm or other counsel selected by the Holders of a majority of the
Registrable Securities owned by the Onex Shareholders and their Affiliates being registered, one law firm or other counsel selected
by the Holders of a majority of the Registrable Securities owned by the Baring Shareholders and their Affiliates being registered
and, in the case of a Demand Registration by the Sponsor Representative, one law firm or other counsel selected by the Holders
of a majority of the Registrable Securities owned by the Sponsor Holders being registered, and, in the case of a Registration Statement
which is not a Demand Registration Statement by the Sponsor Representative, all reasonable fees and disbursements of lead counsel
designated by the holders of a majority of the Registrable Securities owned by the Onex Shareholders and their Affiliates or the
Baring Shareholders and their Affiliates, as the case may be, (h) all reasonable fees and disbursements of such local or special
legal counsel as may reasonably be required by the Holders of a majority of the Registrable Securities participating in such Registration,
(i) any reasonable fees and disbursements of underwriters (excluding any underwriters’ or brokerage discounts or commissions
payable in respect of the sale of Registrable Securities by any Holder) customarily paid by issuers or sellers of securities, (j)
all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (k)
fees and expenses of a Qualified Independent Underwriter (as such term is defined in FINRA Rule 5121(f)(12)) and its counsel, if
any, (l) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing
legal or accounting duties), (m) all expenses incurred in connection with promotional efforts or “roadshows” for any
Underwritten Offering, including all travel (including any aircraft chartered for such purpose), meals and lodging, and (n) fees
and disbursements of transfer agents, registrars and custodians. All such expenses are referred to herein as “Registration
Expenses”.



20







Article
VI.INDEMNIFICATION



6.1         Indemnification
by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder of Registrable
Securities, each member, limited or general partner thereof, each member, limited or general partner of each such member, limited
or general partner, each of their respective Affiliates, officers, directors, security holders, employees, advisors, and agents
and each Person who controls (within the meaning of the Securities Act) such Persons and each of their respective Representatives
from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several
(including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”)
arising out of or based upon (a) any untrue or alleged untrue statement of a material fact contained in any Registration Statement
under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus
contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or contained
in any free writing prospectus utilized in connection therewith or in any information conveyed to any purchaser at the time of
the sale to such purchaser, or any other disclosure document produced by or on behalf of the Company or any of its Subsidiaries
including, without limitation, reports and other documents filed under the Exchange Act, (b) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus,
preliminary Prospectus, free writing prospectus related thereto or the information conveyed to any purchaser at the time of the
sale to such purchaser, in light of the circumstances under which they were made) not misleading, (c) any actions or inactions
or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto or (d) any registration or
qualification of securities under Blue Sky laws; provided, however, that the Company shall not be liable to any particular
indemnified party to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any such Registration Statement or other disclosure document in reliance upon and in conformity
with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof. This
indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of
such securities by such Holder. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons
(within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the indemnified
parties.



21







6.2         Indemnification
by the Selling Holder of Registrable Securities. Each selling Holder of Registrable Securities agrees (severally and not jointly)
to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person
who controls the Company (within the meaning of the Securities Act) from and against any Losses resulting from (a) any untrue statement
of a material fact in any Registration Statement under which such Registrable Securities were registered under the Securities Act
(including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any
documents incorporated by reference therein) or contained in any free writing prospectus utilized in connection therewith or (b)
any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the
case of a Prospectus, preliminary Prospectus, free writing prospectus related thereto in light of the circumstances under which
they were made) not misleading, in each case, to the extent, but only to the extent, that such untrue statement or omission is
contained in any information furnished in writing by such selling holder to the Company specifically for inclusion in such Registration
Statement, concerns such selling Holder or its ownership of the securities of the Company and has not been corrected in a subsequent
writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim. In no event shall
the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation. The Company
shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information
furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.



6.3         Conduct
of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (a) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification (provided, that any delay or failure to so
notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all,
that it is actually and materially prejudiced by reason of such delay or failure) and (b) permit such indemnifying party to assume
the defense of such claim, jointly with any other indemnifying party, with counsel reasonably satisfactory to the indemnified party;
provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ
separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense
of such Person unless (i) the indemnifying party has agreed in writing to pay such fees or expenses, (ii) the indemnifying party
shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person
entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party has
reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties
that are different from or in addition to those available to the indemnifying party or (iv) in the reasonable judgment of any such
Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with
respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense
of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the
right to settle such action without the consent of the indemnified party. No indemnifying party shall consent to entry of any judgment
or enter into any settlement unless such judgment or settlement (A) includes as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation,
(B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified
party and (C) does not require any action (or consent or other restriction on action) other than the payment of money by the indemnifying
party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for
any settlement made without its prior written consent, but such consent may not be unreasonably withheld. It is understood that
the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction
at any one time unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or
parties, (y) an indemnified party has reasonably concluded (based on the advice of counsel) that there may be legal defenses
available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or
potential conflict exists or may exist (based upon advice of counsel to an indemnified party) between such indemnified party and
the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and
expenses of such additional counsel or counsels.



22







6.4         Contribution.
If for any reason the indemnification provided for in Sections 6.1 and 6.2 is unavailable to an indemnified party
or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such Loss (a) in such proportion as is appropriate to reflect the relative fault
of the indemnifying party, on the one hand, and the indemnified party or parties, on the other hand, in connection with the acts,
statements or omissions that resulted in such losses or (b) if the allocation provided by clause (a) above is not permitted by
applicable law, then such proportion as is appropriate to reflect not only the relative fault referred to in clause (a) above but
also the relative benefit of the indemnifying party on the one hand and of the indemnified party or parties on the other in connection
with the statement or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative
benefits of such parties shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting
expenses). In connection with any Registration Statement filed with the SEC by the Company, the relative fault of the indemnifying
party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether
any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would
not be just or equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable considerations referred to in this paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified
party as a result of the Losses referred to in Sections 6.1 and 6.2 shall be deemed to include, subject to the limitations
set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 6.4, in connection with any Registration
Statement filed by the Company, a selling Holder of Registrable Securities shall not be required to contribute any amount in excess
of the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such contribution
obligation. If indemnification is available under this Article VI, the indemnifying parties shall indemnify each indemnified
party to the fullest extent provided in Sections 6.1 and 6.2 hereof without regard to the provisions of this Section
6.4. The remedies provided for in this Article VI are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.



23







6.5         Third
Party Beneficiaries. The Company and the Holders agree that the other parties indemnified pursuant to this Article VI
are express and intended third party beneficiaries of this Article VI.



Article
VII.ADDITIONAL REGISTRATION MATTERS



7.1         Reporting
Obligations. The Company covenants that, at its own expense, it will use reasonable best efforts to file timely the reports
required to be filed by it under the Exchange Act. Upon the request of any Holder of Registrable Securities, the Company will deliver
to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof (and
such Holder shall be entitled to rely upon the accuracy of such written statement).



7.2         Waiver
of Registration Rights. Notwithstanding anything to the contrary in this Agreement, the Onex Shareholders and the Baring Shareholders,
acting together, may waive compliance by the Company with any provision of this Agreement with respect to the Management Shareholders,
including waiving any obligation to include Registrable Securities held by the Management Shareholders in connection with any offering
or Registration.



7.3         Holdback
Agreement. If the Company at any time shall register Registrable Securities (including any registration pursuant to the terms
hereof) for sale to the public, the Holders (and, in the case of a registration of Registrable Securities pursuant to Section
2.1.1, the Company) hereby agree, at the request of the Company or any Investor Shareholder or the Sponsor Representative,
as applicable, requesting registration of Registrable Securities pursuant to Section 2.1, (a) not to sell publicly, make
any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any Company Shares or other equity securities
of the Company, or securities convertible into, exercisable or exchangeable for or that represent the right to receive equity securities
of the Company (including any warrants to purchase Company Shares), without the prior written consent of the managing underwriters
of such Public Offering, for a period designated by such managing underwriter or, in the case of a registration of Registrable
Securities pursuant to Section 2.1, any Investor Shareholder or the Sponsor Representative, as applicable, requesting such
registration, which period shall not last more than 90 days after the effective date of the Registration Statement pursuant
to which any Public Offering shall be made, and (b) to enter into agreements regarding the matters set forth in the foregoing clause
(a) with such managing underwriters, if any, in connection with any such Public Offering. The Company shall obtain the agreement
of any Person permitted to sell shares or any securities convertible into or exchangeable or exercisable for shares in a registration
to be bound by and to comply with this Section 7.3 as if such Person was a Holder hereunder.



24







Article
VIII.MISCELLANEOUS



8.1         Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by electronic mail. Each notice or communication that
is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received,
in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered
by courier service, hand delivery or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt
or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication
under this Agreement must be addressed as follows:



If to the Company, to:



c/o Clarivate Analytics
Friars House
160 Blackfriars Road
London SE1 8EZ United Kingdom
Attention: Stephen Hartman
E-mail: stephen.hartman@lw.com



with a copy (which shall not constitute notice) to:



Latham & Watkins LLP
555 Eleventh Street, N.W.
Washington, DC 20004
Attention: Paul Sheridan and Shaun Hartley
E-mail: paul.sheridan@lw.com and shaun.hartley@lw.com



If to any Holder, at such Holder’s address as set
forth in the Company’s books and records.



Any party may change its
address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address
shall become effective thirty (30) days after delivery of such notice as provided in this Section 8.1.



25







8.2         Assignment;
No Third Party Beneficiaries.



8.2.1         This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part.



8.2.2         No
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except
in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee
agrees to become bound by the provisions of this Agreement.



8.2.3         This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders.



8.2.4         This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement and Section 6.5 hereof.



8.2.5         No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 8.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms
and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer
or assignment made other than as provided in this Section 8.2 shall be null and void.



8.3         Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.



8.4         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.



26







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.



8.5         Amendments
and Modifications. 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 notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a
holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such
capacity) shall require the consent of the Holder so affected; provided, further, however, that notwithstanding the foregoing,
any amendment hereto or waiver hereof that adversely affects any Sponsor Holder, solely in his, her or its capacity as a holder
of the shares of capital stock of the Company, shall require the consent of the Sponsor Representative. No course of dealing between
any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising
any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No
single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the
exercise of any other rights or remedies hereunder or thereunder by such party.



27







8.6         Other
Registration Rights. The Company is not currently a party to, and the Company shall not hereafter enter into, any agreement
with respect to its securities that is inconsistent with, or more favorable to a third party than, the rights granted to the Holders
by this Agreement.



8.7         Term.
This Agreement shall terminate upon the first date as of which (a) all of the Registrable Securities have been sold pursuant to
a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and
Rule 174 thereunder (or any successor rule promulgated thereafter by the SEC)) or (b) the Holders of all Registrable Securities
are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation
on the amount of securities sold or the manner of sale. The provisions of this Article VIII (other than Section 8.6)
and Article VI shall survive any termination.



[Signature pages follow]



28







IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed as of the date first written above.



| | COMPANY:                             
| | -------------------------------------
| |                                      
| | CLARIVATE ANALYTICS PLC              
| | a Jersey public limited company      
| |                                      
| | By:                                  
| |                                      
| |                                      
| |                                      
| | ACQUIROR:                            
| |                                      
| | CHURCHILL CAPITAL CORP,              
| | a Delaware corporation               
| |                                      
| | By:                                  
| |                                      
| |                                      
| |                                      
| | HOLDERS:                             
| |                                      
| | CHURCHILL SPONSOR LLC                
| |                                      
| | By:                                  
| |                                      
| |                                      
| |                                      
| | GARDEN STATE CAPITAL PARTNERS LLC    
| |                                      
| | By:                                  
| |                                      
| |                                      
| |                                      
| | M. KLEIN ASSOCIATES, INC.            
| |                                      
| | By:                                  
| |                                      
| |                                      
| |                                      
| | THE IYER FAMILY TRUST DATED 1/25/2001
| |                                      
| | By:                                  
| |                                      
| |                                      



[Signature Page to Registration Rights Agreement]











| | MILLS FAMILY I, LLC                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                        
| | By:                                                                                                                                    
| |                                                                                                                                        
| |                                                                                                                                        
| |                                                                                                                                        
| | K&BM LP
        By: Karen Mills, its general partner                                                                                   
| |                                                                                                                                        
| | By:                                                                                                                                    
| |                                                                                                                                        
| |                                                                                                                                        
| |                                                                                                                                        
| | JMJS GROUP II, LP
        By: Jerre L. Stead, as Family trustee of the JLS-98 Trust, created
        July 28, 1998, its general partner
| |                                                                                                                                        
| | By:                                                                                                                                    
| |                                                                                                                                        
| |                                                                                                                                        
| |                                                                                                                                        
| |                                                                                                                                        
| |                                                                                                                                        
| |                                                                                                                                        
| |                                                                                                                                        
| |                                                                                                                                        
| |                                                                                                                                        
| |                                                                                                                                        
| |                                                                                                                                        



| |  | /s/ Sheryl von Blucher  
| |  | ------------------------
| |  | Name: Sheryl von Blucher
| |  |                         
| |  | /s/ Jerre L. Stead      
| |  | Name: Jerre Stead       
| |  |                         
| |  | /s/ Michael S. Klein    
| |  | Name: Michael S. Klein  



[Signature Page to Registration Rights Agreement]











| | ONEX ADVISOR SUBCO LLC
| | ----------------------
| |                       
| | By:                   
| |                       
| |                       
| |                       
| | By:                   
| |                       



| | ONEX PARTNERS HOLDINGS LIMITEDS.À R.L.
| | --------------------------------------
| |                                       
| | By:                                   
| |                                       
| |                                       
| |                                       
| | By:                                   
| |                                       
| |                                       



| | 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:                                                                                                                                                                   
| |                                                                                                                                                                       
| |                                                                                                                                                                       
| |                                                                                                                                                                       
| | By:                                                                                                                                                                   
| |                                                                                                                                                                       
| |                                                                                                                                                                       
| | ONEX PARTNERS IV PV LP
By:  Onex Partners IV GP LP, its general partner
By:  Onex Partners IV GP LLC, its general partner                                             
| |                                                                                                                                                                       
| | By:                                                                                                                                                                   
| |                                                                                                                                                                       
| |                                                                                                                                                                       



[Signature Page to Registration Rights Agreement]











| | 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         



[Signature Page to Registration Rights Agreement]











| | 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:                                                                                                                                                                          
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| | By:                                                                                                                                                                          
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| | ELGIN INVESTMENT HOLDINGS LIMITED                                                                                                                                            
| |                                                                                                                                                                              
| | By:                                                                                                                                                                          
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| | Management Shareholders:                                                                                                                                                     
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              
| |                                                                                                                                                                              



[Signature Page to Registration Rights Agreement]











| |  | /s/ Todd Fegan            
| |  | --------------------------
| |  | Name: Todd Fegan          
| |  |                           
| |  | /s/ Hemant Gandhi         
| |  | Name: Hemant Gandhi       
| |  |                           
| |  | /s/ Richard Hanks         
| |  | Name: Richard Hanks       
| |  |                           
| |  | /s/ Vicky Harris          
| |  | Name: Vicky Harris        
| |  |                           
| |  | /s/ Stephen Hartman       
| |  | Name: Stephen Hartman     
| |  |                           
| |  | /s/ Shawki Hassoun        
| |  | Name: Shawki Hassoun      
| |  |                           
| |  | /s/ Jeffrey Huntsman      
| |  | Name: Jeffrey Huntsman    
| |  |                           
| |  | /s/ Benjamin Kaube        
| |  | Name: Benjamin Kaube      
| |  |                           
| |  | /s/ David Lee Kochalko    
| |  | Name: David Lee Kochalko  
| |  |                           
| |  | /s/ Vijayshree Krishnan   
| |  | Name: Vijayshree Krishnan 
| |  |                           
| |  | /s/ Jeremy Lawson         
| |  | Name: Jeremy Lawson       
| |  |                           
| |  | /s/ Ian MacLochlainn      
| |  | Name: Ian MacLochlainn    
| |  |                           
| |  | /s/ Ronda Sue Majure      
| |  | Name: Ronda Sue Majure    
| |  |                           
| |  | /s/ Jeffrey Mastendino    
| |  | Name: Jeffrey Mastendino  
| |  |                           
| |  | /s/ Kevin Joseph McCurry  
| |  | Name: Kevin Joseph McCurry



[Signature Page to Registration Rights Agreement]











| |  | /s/ Christopher McKenna      
| |  | -----------------------------
| |  | Name: Christopher McKenna    
| |  |                              
| |  | Nadler Family Investments LLC
| |  |                              
| |  | By: /s/ Jay Nadler           
| |  | Name: Jay Nadler             
| |  | Title: Managing Member       
| |  |                              
| |  | /s/ Richard Neale            
| |  | Name: Richard Neale          
| |  |                              
| |  | /s/ Charles Neral            
| |  | Name: Charles Neral          
| |  |                              
| |  | /s/ Francis Paleno           
| |  | Name: Francis Paleno         
| |  |                              
| |  | /s/ Andrew Preston           
| |  | Name: Andrew Preston         
| |  |                              
| |  | /s/ Janice Read              
| |  | Name: Janice Read            
| |  |                              
| |  | /s/ Stuart Recher            
| |  | Name: Stuart Recher          
| |  |                              
| |  | /s/ Jan-Eric Reichelt        
| |  | Name: Jan-Eric Reichelt      
| |  |                              
| |  | /s/ Jeffrey Roy              
| |  | Name: Jeffrey Roy            
| |  |                              
| |  | /s/ Kathleen Sullivan        
| |  | Name: Kathleen Sullivan      
| |  |                              
| |  | /s/ Annette Thomas           
| |  | Name: Annette Thomas         
| |  |                              
| |  | /s/ Daniel Videtto III       
| |  | Name: Daniel Videtto III     
| |  |                              
| |  | /s/ Nikola Vujic             
| |  | Name: Nikola Vujic           
| |  |                              
| |  | /s/ Biao Wang                
| |  | Name: Biao Wang              
| |  |                              
| |  | /s/ Andrew Wright            
| |  | Name: Andrew Wright          
| |  |                              
| |  | /s/ Eric Yan                 
| |  | Name: Eric Yan               



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