EX-10.45



 Exhibit 10.45 

[            ], 2014 

Markit Ltd. 
 4th Floor, Ropemaker Place, 

25 Ropemaker Street 
 London, England EC2Y 9LY 

Ladies and Gentlemen: 
 Each of the undersigned
understands that certain underwriters propose to enter into an Underwriting Agreement with Markit Ltd., a Bermuda exempted company (the “Company”), and certain selling shareholders of the Company, providing for the initial public
offering (the “IPO”) by the several underwriters of common shares, par value $0.01 per share, of the Company (the “Common Shares”). Each of the undersigned further understands that in connection with the IPO certain
existing shareholders (the “Existing Investors”) and the Canada Pension Plan Investment Board (“CPPIB” and, together with the Existing Investors, the “Investors”) shall enter into a Registration
Rights Agreement (the “Registration Rights Agreement”) with the Company, to be dated as of the closing of the IPO (the “IPO Closing Date”), pursuant to which the Investors shall agree to certain transfer
restrictions on their Common Shares. Each of the undersigned hereby agrees as follows: 
 1. Definitions. As used herein, the following terms not
otherwise defined above have the following meanings: 
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
 “Immediate Family” means any relationship by blood, marriage, domestic partnership or adoption no more remote
than first cousin, and shall include any former spouse. 
 “Initial Ownership” means 3,000,000 Common Shares (representing
approximately one half of the aggregate Common Shares owned collectively by the undersigned immediately after the IPO Closing Date, taking into account the 10-for-1 share split of the Common Shares effected in connection with the IPO). 

“Permitted Transferee” means (A) a member of the Immediate Family of the undersigned, (B) a beneficiary of the
undersigned’s Common Shares who is entitled to receive the Common Shares as a result of the operation of law, contract or estate or intestate succession, (C) any trust or other like entity for the direct or indirect benefit of the
undersigned or a member of the Immediate Family of the undersigned, or (D) a corporation, partnership, limited liability company or other entity of which the undersigned or a member of the Immediate Family of the undersigned are the direct or
indirect legal and beneficial owners of all the 







 
outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity. 

“Registrable Securities” means, at any time, any Initial Ownership Common Shares “beneficially owned” (as such term
is defined in Rule 13d-3 of the Exchange Act) by the undersigned, until (i) such Common Shares have been resold pursuant to a registration statement covering such Common Shares, or (ii) such Common Shares are otherwise Transferred with the
consent of the Company and as to which the Company has delivered, or has caused any transfer agent to deliver, a new certificate in book-entry form or other evidence of ownership for such Common Shares not bearing the legend required pursuant to
this letter agreement and such Common Shares may be resold without subsequent registration under the Securities Act. 
 “Restriction
Termination Date” means the first anniversary of the IPO Closing Date. 
 “SEC” means the U.S. Securities and
Exchange Commission. 
 “Securities Act” means the Securities Act of 1933, as amended. 

“Transfer” means, with respect to any Common Shares, (i) when used as a verb, to sell, assign, dispose of, exchange,
pledge, mortgage, encumber, hypothecate or otherwise transfer, in whole or in part, any of the economic consequences of ownership of such Common Shares, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when
used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, mortgage, encumbrance, hypothecation or other transfer, in whole or in part, of any of the economic consequences of ownership of such Common Shares or any
agreement or commitment to do any of the foregoing, in each case not including such shares being placed into a bond as a part of financial planning matters. 

2. General Restrictions on Transfer. Each of the undersigned agrees that he or it shall not Transfer any Initial Ownership Common Shares (or solicit
any offers in respect of any Transfer of any Initial Ownership Common Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this letter agreement. Any
attempt by the undersigned to Transfer any Initial Ownership Common Shares not in compliance with this letter agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the
Company’s register of members or branch register to such attempted Transfer. 
 3. Legends. (a) In addition to any other legend that may be
required, each certificate (whether in book-entry form or otherwise) for Initial Ownership Common Shares issued to the undersigned shall bear a legend in substantially the following form: 

  
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 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY
NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, MORTGAGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE LETTER AGREEMENT
DATED AS OF [            ], 2014, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM MARKIT LTD. OR ANY SUCCESSOR THERETO. 

(b) If any Initial Ownership Common Shares shall cease to be Registrable Securities under clause (i) of the definition thereof, the
Company, upon the written request of the undersigned, shall cause any transfer agent to issue in book-entry form to the undersigned a new certificate evidencing such Initial Ownership Common Shares without the first sentence and the words
“ALSO” and “ADDITIONAL” in the second sentence of the legend required by Section 3(a) endorsed thereon. 
 (c) If
any Initial Ownership Common Shares cease to be subject to any and all restrictions on Transfer set forth in this letter agreement, the Company, upon the written request of the undersigned, shall cause any transfer agent to issue in book-entry form
to the undersigned a new certificate evidencing such Initial Ownership Common Shares without the second sentence of the legend required by Section 3(a) endorsed thereon. 

4. Permitted Transferees. Notwithstanding anything in this letter agreement to the contrary, each of the undersigned may at any time Transfer any or
all of his or its Initial Ownership Common Shares to one or more Permitted Transferees without the consent of the Company so long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this letter agreement
and (b) the Transfer to such Permitted Transferee is in compliance with the Securities Act and any other applicable securities or “blue sky” laws. 

5. Restrictions on Transfers by the Undersigned. (a) Without the written consent of the Company, each of the undersigned shall not Transfer any of
his or its Initial Ownership Common Shares, except (i) to one or more Permitted Transferees in accordance with Section 4, (ii) after the Restriction Termination Date, in an offering or sale in connection with the exercise of his or
its rights under, and in accordance with, Article 3 of the Registration Rights Agreement and in accordance with this Section 5 or (iii) in accordance with clause (d) or (e) of this Section 5. 

(b) The number of Initial Ownership Common Shares Transferred by the undersigned pursuant to Section 5(a)(ii) in each successive 12-month
period 

  
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beginning on the Restriction Termination Date or any anniversary thereof shall not exceed 33 1⁄3% of the
undersigned’s Initial Ownership Common Shares. 
 (c) If the undersigned does not Transfer in an offering or sale the maximum allowable
number of Initial Ownership Common Shares under Section 5(b) in any successive 12-month period beginning on the Restriction Termination Date or any anniversary thereof, any such remaining number of Initial Ownership Common Shares for such
period shall be carried over to the next subsequent 12-month period and available for Transfer in an offering or sale in connection with the exercise of the undersigned’s rights under, and in accordance with, Article 3 of the Registration
Rights Agreement and otherwise in accordance with this Section 5. 
 (d) Any Initial Ownership Common Shares held by the undersigned
after any registration effected in accordance with Article 3 of the Registration Rights Agreement subsequent to the third anniversary of the IPO Closing Date, and, in any case, any Initial Ownership Common Shares held by the undersigned on the
fourth anniversary of the IPO Closing Date, shall cease to be subject to any restrictions on Transfer set forth in Section 5(a)(ii), subject to compliance with the Securities Act and any other applicable securities or “blue sky” laws.

 (e) Notwithstanding anything contained herein to the contrary, the restrictions described in this letter agreement shall not apply
to any Transfer of Initial Ownership Common Shares that is required by law or a governmental authority, provided that in the case of any such Transfer the undersigned shall Transfer no more than the minimum number of Initial Ownership Common
Shares as are reasonably necessary to satisfy such legal or governmental authority requirement. 
 6. Amendments and Waivers. The provisions
of this letter agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions of this letter agreement may not be given without the written consent of the
Company and each of the undersigned. 
 7. Effectiveness. This letter agreement shall become effective upon the IPO Closing Date. For the avoidance
of doubt, this letter agreement shall be of no force or effect if the Registration Rights Agreement is not executed and effective upon the IPO Closing Date. 

  
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	Very truly yours,
		
		 	 
		 	Lance Uggla
		
		 	Pan Praewood 1
		
	By:	 	 
		 	Name:
		 	Title:
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	Acknowledged and agreed.
	
	Markit Ltd.
		
	By:	 	 
		 	Name:
		 	Title: