Exhibit
10.1


 


CLARIVATE
PLC

AMENDMENT NO. 1

TO

REGISTRATION RIGHTS AGREEMENT


 


THIS
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT dated as of December 1, 2021 (this “Amendment”) is entered into by
and among CLARIVATE PLC, a public limited company organized under the laws of the Island of Jersey (the “Company”),
the KEVLAR INVESTORS (as defined in the Agreement referred to below), the ONEX INVESTORS (as so defined), the BARING INVESTORS (as so
defined), the CHURCHILL REPRESENTATIVE (as so defined) and the PENN INVESTORS (as defined below).


 


WHEREAS,
the Company, the Kevlar Investors, the Onex Investors, the Baring Investors and the Churchill Founders (as so defined) are parties to
the Registration Rights Agreement dated as of October 1, 2020 (the “Original Agreement,” and as amended hereby, the
 “Agreement”);


 


WHEREAS,
Section 5.03 of the Original Agreement provides that it may be amended by a written instrument duly executed by the Company and the Kevlar
Investors, the Onex Investors and the Baring Investors (for so long as such Onex Investor, Baring Investor or Kevlar Investor holds Registrable
Securities) and the Churchill Representative (whose consent is required for any amendment to the Original Agreement that adversely affects
any Churchill Founder, solely in his, her or its capacity as a holder of the shares of the Company); and


 


WHEREAS,
in connection with the transactions contemplated by the Transaction Agreement (as defined below), the Company, the Kevlar Investors,
the Onex Investors, the Baring Investors and the Churchill Representative desire to amend the Original Agreement on the terms set forth
herein so that, among other things, the Penn Investors shall be deemed to be “Investors” under the Original Agreement as
of the Penn Closing Date (as defined below);


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Kevlar
Investors, the Onex Investors, the Baring Investors and the Churchill Representative hereby amend the Original Agreement on the terms
set forth below and the parties hereto agree as follows:


 


Section
1.01. Definitions.


 


(a)        
Capitalized terms used in this Amendment and not defined herein are used herein as defined in the Original Agreement.


 


(b)          
 The following terms, as used herein, have the following meanings:


 


“Atairos
Investors” means A-PQ Holdings, LLC and its Permitted Transferees holding Registrable Securities.


 


“Atairos
Representative” means A-PQ Holdings, LLC.


 


“Board”
is defined in the Investor Rights Agreement.


 






     


     


    

 


“Capri
Exchange Agreement” means the Transaction Agreement dated as of the Penn Signing Date among the Company, Capri Acquisitions
Topco Limited, Solaro ExchangeCo Limited, and for certain limited purposes, Leonard Green & Partners, L.P.


 


“Company
Securities” is defined in the Investor Rights Agreement.


 


“CIG
Investors” means Cambridge Information Group, Inc., Cambridge Information Group II LLC, Cambridge Information Group III LLC,
CSA GP Corporation, Robert N. Snyder, ProQuest Holdings LLC, ProQuest Management Investment Vehicle LLC, IBI Trust Management, and their
respective Permitted Transferees holding Registrable Securities.


 


“CIG
Representative” means Cambridge Information Group III LLC.


 


“Lock-Up
Period” means the period ending on the first anniversary of the Penn Closing Date, provided, however, in the event that the
Kevlar Investors, Onex Investors, and Baring Investors have not sold, in the aggregate, 125,000,000 of Registrable Securities for value
from and after the Penn Signing Date and prior to the first anniversary of the Penn Closing Date, the Lock-Up Period shall be extended
to the earlier of (i) the first date upon which the Kevlar Investors, Onex Investors, and Baring Investors have sold, in the aggregate,
125,000,000 Registrable Securities for value from and after the Penn Signing Date and (ii) October 1, 2022.


 


“GS
Investors” means Broad Street Principal Investments, L.L.C., StoneBridge 2019, L.P., Goldman Sachs & Co. LLC F/B/O 051-52942-8,
StoneBridge Gilgamesh Offshore, Inc. and their respective Permitted Transferees holding Registrable Securities.


 


“GS
Representative” means Broad Street Principal Investments, L.L.C.


 


“Penn
Closing Date” means the “Closing Date” as defined in the Transaction Agreement.


 


“Penn
Investors” means the CIG Investors, the Atairos Investors and the GS Investors.


 


“Penn
Signing Date” means May 15, 2021.


 


“Transaction
Agreement” means the Transaction Agreement dated as of the Penn Signing Date among the Company, Camelot UK Bidco Limited, Millennium
Research Group Inc., Clarivate Science Holdings Corporation, Clarivate US Science Holdings Corporation, ProQuest LLC, ProQuest Holdings
Canada LLC, ProQuest Holdings LLC, Cambridge Information Group, Inc., Cambridge Information Group I LLC, CSA GP Corporation, Sara Synder
Educational Trust, Samuel Snyder Educational Trust, Natalie Granader Educational Trust, Joshua Granader Educational Trust, Jessica Granader
Educational Trust, and A-PQ Holdings, LLC, and Cambridge Information Group III LLC, in its capacity as equityholders’ representative.


 


“Transfer”
is defined in the Investor Rights Agreement.


 






    2


     


    

 


Section
1.02. Penn Investors Party to Agreement. From and after the Penn Closing Date:


 


(a)      
     The Penn Investors shall be admitted as parties to the Original Agreement and hereby agree to become
bound by the terms thereof.


 


(b)     
      The term “Investors” in the Original Agreement shall be amended and restated
in its entirety as follows: ““Investors” means the Kevlar Investors, the Onex Investors, the Baring Investors, the
Churchill Founders and the Penn Investors.”


 


Section
1.03. Penn Investors Registration Request. At any time and from time to time after the Lock-Up Period, any CIG Investor (acting
through the CIG Representative), any Atairos Investor (acting through the Atairos Representative) and any GS Investor (acting through
the GS Representative), may make a Registration Request to the Company for Registration of all or any portion of the Registrable Securities
held by such CIG Investor, Atairos Investor or GS Investor and be considered a Requesting Investor in accordance with Section 2.01(c)
of the Original Agreement; provided that any Registration Request by or on behalf of any CIG Investor shall be ineffective to
the extent that an offer or sale pursuant thereto would contravene Section 1.06(c) of this Amendment.


 


Section
1.04. Registration Request.


 


(a)        
   From and after the Penn Closing Date, Sections 2.01(c)(ii)(x) and (y) of the Original Agreement are amended and restated
in their entirety as follows:


 


“(x)
the intended method of disposition specified in such Registration Request is an Underwritten Offering (excluding Block Trades), and such
Requesting Investor has participated in, or been afforded the opportunity to participate in, (A) on or prior to October 1, 2021, two
or more Registrations that are Underwritten Offerings (excluding Block Trades) under this paragraph (c) in the 12-month period immediately
preceding such Registration Request (it being understood that no Onex Investor or Baring Investor shall be deemed to have participated
in, or to have been afforded the opportunity to participate in, a Registration if Section 2.01(e)(i) applies to such Registration) and
(B) after October 1, 2021, four or more Registrations that are Underwritten Offerings (excluding Block Trades) under this paragraph (c)
in the 12-month period immediately preceding such Registration Request (it being understood that: (1) no Investor shall be deemed to
have participated in, or to have been afforded the opportunity to participate in, a Registration if Section 2.01(e)(i) applies to such
Registration, (2) in the event that a Registration was initiated by any CIG Investor, Atairos Investor or GS Investor pursuant to Section
1.03 of this Amendment, no Kevlar Investor, Onex Investor or Baring Investor shall be deemed to have been afforded the opportunity to
participate in such Registration unless such Investor actually participated in such Registration and (3) in the event that a Registration
was initiated by any Kevlar Investor, Onex Investor or Baring Investor pursuant to Section 2.01(c) of the Agreement, no CIG Investor,
Atairos Investor or GS Investor shall be deemed to have been afforded the opportunity to participate in such Registration unless such
Investor actually participated in such Registration),


 






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(y)
the intended method of disposition specified in such Registration Request is a Block Trade, and such Requesting Investor has participated
in, or been afforded the opportunity to participate in, (A) on or prior to October 1, 2021, four or more Block Trades under this paragraph
(c) in the 12-month period immediately preceding such Registration Request (it being understood that no Onex Investor or Baring Investor
shall be deemed to have participated in, or to have been afforded the opportunity to participate in, a Registration if Section 2.01(e)(i)
applies to such Registration) and (B) after October 1, 2021, eight or more Block Trades under this paragraph (c) in the 12-month period
immediately preceding such Registration Request (it being understood that: (1) no Investor shall be deemed to have participated in, or
to have been afforded the opportunity to participate in, a Registration if Section 2.01(e)(i) applies to such Registration, (2) in the
event that a Block Trade was initiated by any CIG Investor, Atairos Investor or GS Investor pursuant to Section 1.03 of this Amendment,
no Kevlar Investor, Onex Investor or Baring Investor shall be deemed to have been afforded the opportunity to participate in such Block
Trade unless such Investor actually participated in such Block Trade and (3) in the event that a Block Trade was initiated by any Kevlar
Investor, Onex Investor or Baring Investor pursuant to Section 2.01(c) of the Agreement, no CIG Investor, Atairos Investor or GS Investor
shall be deemed to have been afforded the opportunity to participate in such Block Trade unless such Investor actually participated in
such Registration), or”


 


Section
1.05. Registration Expenses.


 


(a)       
    From and after the Penn Closing Date, Section 2.04 of the Original Agreement is amended and restated in its
entirety as follows:


 


“In
the case of any Registration or Primary Offering, the payment of all Registration Expenses in connection with such Registration or Primary
Offering, other than internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal
or accounting duties), shall be divided pro rata among the Company and each Onex Investor, Baring Investor, Kevlar Investor and Penn
Investor that sells securities in connection with such Registration or Primary Offering, as the case may be, calculated on the basis
of (x) the number of Ordinary Shares that are actually sold by such Onex Investor, Baring Investor, Kevlar Investor or Penn Investor
or the Company divided by (y) the total number of Ordinary Shares that are actually sold by all Onex Investors, Baring Investors, Kevlar
Investors, Penn Investors and the Company in the aggregate in such Registration or Primary Offering.”


 


(b)    
       From and after the Penn Closing Date, clause (viii) the definition of “Registration
Expenses” contained in Section 1.01 of the Original Agreement is amended and restated in its entirety as follows:


 


“(viii)
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 Kevlar Investors being registered, one law firm or other counsel selected by the holders of a majority of the Registrable
Securities owned by the Onex Investors being registered, one law firm or other counsel selected by the holders of a majority of the Registrable
Securities owned by the Baring Investors being registered and one law firm or other counsel selected by the holders of a majority of
the Registrable Securities owned by the Penn Investors being registered,”


 






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Section
1.06. Penn Investors Lock-Up. From and after the Penn Closing Date:


 


(a)           
Each Penn Investor agrees with the Company that it will not Transfer any Company Securities (or solicit any offers in respect
of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue
sky” laws, and the terms and conditions of this Amendment.


 


(b)           
Each Penn Investor agrees with the Company that it shall not Transfer any Company Securities, directly or indirectly, prior to
expiration of the Lock-Up Period; provided that such prohibition shall not apply to Transfers (i) to a Permitted Transferee
subject to the same restrictions and obligations as the Transferring Penn Investor; (ii) pursuant to a third party tender offer
or exchange offer, as to which the Board (A) recommends acceptance pursuant to Rule 14e-2(a)(1) under the Exchange Act or (B) expresses
no opinion or is unable to take a position pursuant to Rule 14e-2(a)(2) or (3) under the Exchange Act; (iii) pursuant to any merger
or other similar business combination transaction effected by the Company which is recommended, approved or not opposed by the Board;
or (iv) approved in writing by the Company, the Kevlar Investors, the Onex Investors and the Baring Investors, each in its sole
and absolute discretion.


 


(c)           
Each CIG Investor agrees that notwithstanding anything to the contrary in the Agreement, the Lock-Up Period shall be extended
until the second anniversary of the Penn Closing Date with respect to 50% of the Company Securities beneficially owned by the CIG Investors
in the aggregate as a result of the transactions contemplated by the Transaction Agreement.


 


(d)           
No Penn Investor shall knowingly Transfer any Company Securities, directly or indirectly, to any “person” or “group”
(in each case within the meaning of Section 13(d) of the Exchange Act), in a single transaction or series of transactions, if such “person”
or “group” is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, but excluding the words
 “within sixty days” appearing in Rule 13d-3(d)(1)(i)) or, after giving effect to any such Transfer, would be such beneficial
owner of more than 5% of the outstanding Ordinary Shares of the Company; provided that such prohibition shall not apply to Transfers
(i) to an individual or entity that has filed, or is eligible to file and does in fact file, a report on Schedule 13G pursuant to
Rule 13d-1(b) or Rule 13d-1(c) under the Exchange Act with respect to its ownership of Company Securities; (ii) to a Permitted Transferee
subject to the same restrictions and obligations as the Transferring Penn Investor; (iii) pursuant to a third party tender offer
or exchange offer, as to which the Board (A) recommends acceptance pursuant to Rule 14e-2(a)(1) under the Exchange Act or (B) expresses
no opinion or is unable to take a position pursuant to Rule 14e-2(a)(2) or (3) under the Exchange Act; (iv) pursuant to any merger
or other similar business combination transaction effected by the Company which is recommended, approved or not opposed by the Board;
(v) pursuant to an Underwritten Offering or any other offering pursuant to an effective registration statement of the Company; or
(vi) approved in writing by the Company in its sole and absolute discretion.


 


(e)           
Each Permitted Transferee that receives a Transfer of Company Securities shall be required, at the time of and as a condition
to such Transfer, to become party to the Agreement by executing and delivering to the Company a joinder to the Agreement substantially
in the form of Exhibit A to the Agreement, and shall be bound by the applicable provisions hereof and thereof.


 






    5


     


    

 


Each Permitted
Transferee hereby agrees to Transfer back to the applicable Transferring Penn Investor all Company Securities previously Transferred
to such Permitted Transferee, at or before such time as such Permitted Transferee ceases to be a Permitted Transferee under the Agreement.


 


(f)           
Any purported Transfer, other than in accordance with this Amendment, shall be null and void, and the Company shall refuse to
recognize any such Transfer for any purpose.


 


Section
1.07. Covered Sales. A CIG Investor, Atairos Investor or GS Investor shall only be considered an Investor for purposes of Section
3.02 of the Agreement following the expiration of the Lock-Up Period.


 


Section
1.08. Waiver; Amendment. From and after the Penn Closing Date, the first sentence of Section 5.03 of the Original Agreement is
amended and restated in its entirety as follows:


 


“This
Agreement may be amended or waived only by a written instrument duly executed by the Company and the Onex Investors, Baring Investors
and Kevlar Investors (but only for so long as such Onex Investor, Baring Investor or Kevlar Investor holds any Registrable Securities); provided,
further, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects (x) any Churchill
Founder, solely in his, her or its capacity as a holder of the shares of the Company, shall require the consent of the Churchill Representative
or (y) any CIG Investor, Atairos Investor or GS Investor, solely in his, her or its capacity as a holder of the shares of the Company,
shall require the consent of the CIG Representative, Atairos Representative or GS Representative, as applicable.”


 


Section
1.09. Status of Kevlar Investor Ordinary Shares. The parties acknowledge and agree that the Capri TopCo New Shares (as defined
in the Capri Exchange Agreement) are and shall be treated as “Company Securities” under the Investor Rights Agreement and
 “Registrable Securities” under the Agreement, and otherwise subject to the same rights and restrictions as the Capri TopCo
Existing Shares (as defined in the Capri Exchange Agreement).


 


Section
1.10. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State
of New York, without regard to the conflicts of laws rules of such state.


 


Section
1.11. Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based
on any matter arising out of or in connection with, this Amendment or the transactions contemplated hereby shall be brought in any state
or federal court in The City of New York, Borough of Manhattan, so long as one of such courts shall have subject matter jurisdiction
over such suit, action or proceeding, and that any cause of action arising out of this Amendment shall be deemed to have arisen from
a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts
(and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in
any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 5.02
of the Original Agreement shall be deemed effective service of process on such party.


 






    6


     


    

 


Section
1.12. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
1.13. Specific Performance. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened
breach of this Amendment would be inadequate and, in recognition of this fact, any party to this Amendment, without posting any bond,
and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance,
a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.


 


Section
1.14. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts (including by means of e-mail or
other electronic transmission), each of which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Amendment shall become effective when each party hereto shall have executed and delivered a counterpart
hereof


 


Section
1.15. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the
parties shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible
in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent
possible.


 


Section
1.16. Entire Agreement. Section 5.09 of the Original Agreement (Entire Agreement) is incorporated herein by reference, mutatis
mutandis.


 


[Signature
pages follow]


 






    7


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.


 


	 	CLARIVATE PLC
	 	 
	 	By:	/s/ Jerre L. Stead
	 	 	Name:	Jerre L. Stead
	 	 	Title:	Executive Chairman and Chief

    Executive Officer


 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]


 






     


     


    

 


Kevlar
Investors:


 


	 	GEI VII Capri Holdings, LLC
	 	 
	 	By:	Peridot Coinvest Manager
LLC,
 its manager



/s/ Usama Cortas
	 	 	Name:	Usama Cortas
	 	 	Title:	Authorized Signatory



 


	 	Green Equity Investors VII, L.P.
	 	 
	 	By:	GEI Capital VII, LLC,

its general partner



/s/ Usama Cortas
	 	 	Name:	Usama Cortas
	 	 	Title:	Authorized Signatory



 


	 	Green Equity Investors SIDE VII,
L.P.
	 	 
	 	By:	GEI Capital VII, LLC,

its general partner



/s/ Usama Cortas
	 	 	Name:	Usama Cortas
	 	 	Title:	Authorized Signatory



 


	 	LGP Associates VII-A LLC
	 	 
	 	By:	Peridot Coinvest Manager
LLC,
 its manager



/s/ Usama Cortas
	 	 	Name:	Usama Cortas
	 	 	Title:	Authorized Signatory



 


	 	LGP Associates VII-B LLC
	 	 
	 	By:	Peridot Coinvest Manager
LLC,
 its manager



/s/ Usama Cortas
	 	 	Name:	Usama Cortas
	 	 	Title:	Authorized Signatory



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


	 	Capri Coinvest LP
	 	 
	 	By:	Peridot Coinvest Manager
LLC,
 its manager



/s/ Usama Cortas
	 	 	Name:	Usama Cortas
	 	 	Title:	Authorized Signatory



 


	 	Capri ACQUISITIONS
TOPCO LIMITED
	 	 
	 	By:	/s/ Usama Cortas
	 	 	Name:	Usama Cortas
	 	 	Title:	Authorized Signatory



 


		Address: 	 
	 	 	 
	 	 	 
		Email:	 
		Facsimile No. 	 



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 









     


     


    





 


	 	SELIGE CO-INVESTOR POOLING SCSP
	 	 
	 	By:	Savanna GP S.à
r.l.,
 its general partner 



/s/ Michael Phillips
	 	 	Name:	Michael Phillips
	 	 	Title:	Manager
	 	 	 	 
	 	 	/s/ Dan Arendt
	 	 	Name:	Dan Arendt
	 	 	Title:	Manager



 


		Address: 	
	 	 	
	 	 	
		Email: 	
		Facsimile No. 	




 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


	 	Partners Group Access 946 L.P.
	 	By:
Partners Group Management (Scots)

LLP, its general partner
	 	 
	 	By:	/s/ Michelle Marino   /s/
Jeffrey Punzalan
	 	 	Name:	Michelle Marino & Jeffrey Punzalan
	 	 	Title:	Authorized Signatories
	 	 	 	 



		Address: 	
	 	 	 
	 	 	 



 


	 	Partners
Group Summit VCPV,

L.P. Inc.
	 	By: Partners Group Cayman Management II Limited, its general
partner
	 	By: Partners Group AG, its investment manager
	 	 
	 	By:	/s/ Michelle Marino /s/
Jeffrey Punzalan
	 	 	Name:	Michelle Marino & Jeffrey Punzalan
	 	 	Title:	Authorized Signatories



 


		Address: 	
	 	 	 
	 	 	 




 


 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


	 	Partners Group - FPP Op. Co.,
L.P.
	 	By: Partners Group Cayman Management II Limited, its general
partner

By: Partners Group AG, under power of attorney
	 	 
	 	By:	/s/ Michelle Marino /s/
Jeffrey Punzalan
	 	 	Name:	Michelle Marino & Jeffrey Punzalan
	 	 	Title:	Authorized Signatories
	 	 	 	 



		Address: 	
	 	 	 
	 	 	 



 


	 	Partners
Group Private Equity

(Master Fund), LLC
	 	By: Partners Group (USA) Inc., its member and investment
manager, 

By: Partners Group AG, under power of attorney
	 	 
	 	By:	/s/ Michelle Marino /s/
Jeffrey Punzalan
	 	 	Name:	Michelle Marino & Jeffrey Punzalan
	 	 	Title:	Authorized Signatories
	 	 	 	 



		Address: 	
	 	 	 
	 	 	 



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


	 	NGB Corporation
	 	 
	 	By:	/s/ Kiyoshi Miyazaki
	 	 	Name:	Kiyoshi Miyazaki
	 	 	Title:	President



 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 
		Facsimile No. 	 



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


Onex
Investors:


 


	 	NEW PCO II INVESTMENTS LTD
	 	 
	 	By:	/s/ Michelle Iskander
	 	 	Name:	Michelle Iksander
	 	 	Title:	Secretary
	 	 	 	 
	 	By:	/s/ Lori Shapiro
	 	 	Name:	Lori Shapiro
	 	 	Title:	Vice President



 


	 	ONEX PARTNERS HOLDINGS LLC
	 	 
	 	By:	/s/ Joshua Hausman
	 	 	Name:	Joshua Hausman
	 	 	Title:	Director



 


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



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


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



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


	 	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, its general partner
	 	 
	 	By:	/s/ Matthew Ross
	 	 	Name:	Matthew Ross
	 	 	Title:	Representative



 


	 	ONEX CAMELOT CO-INVEST LP
	 	 	 
	 	By:	Onex Partners IV GP LP, its general partner
	 	By:	Onex Partners Manager LP, its agent
	 	By:	Onex Partners Manager GP ULC, its general partner
	 	 	 
	 	By:	/s/ Joshua Hausman
	 	 	Name:	Joshua Hausman
	 	 	Title:	Managing Director
	 	 	 	 
	 	By:	/s/ Matthew Ross
	 	 	Name:	Matthew Ross
	 	 	Title:	Managing Director



 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 
		Facsimile No. 	 



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


Baring
Investor:


 


	 	ELGIN INVESTMENT HOLDINGS LIMITED
	 	 
	 	By:	VSG Corporate Limited
	 	 
	 	By:	/s/ Siddarth Swarup
	 	 	Name:	 Siddarth Swarup
	 	 	Title:	Director



 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 
		Facsimile No. 	 



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


Churchill
Representative:


 


	 	/s/ Jerre L. Stead
	 	JERRE L. STEAD



 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


Penn
Investors:


 


	 	proquest holdings llc
	 	 
	 	/s/
Larisa Avner Trainor
	 	Name:	Larisa Avner Trainor
	 	Title:	 Secretary



 


	 	cambridge
information group,

inc.
	 	 
	 	By:	/s/ Andrew M. Snyder
	 	 	Name:	Andrew M. Snyder
	 	 	Title:	Chief Executive Officer
	 	 	 



 


	 	cambridge
information group II

LLC
	 	 
	 	By:	/s/ Andrew M. Snyder
	 	 	Name:	Andrew M. Snyder
	 	 	Title:	Chief Executive Officer



 


	 	csa gp corporation
	 	/s/
Andrew M. Snyder
	 	Name:	Andrew M. Snyder
	 	Title:	 Chief Executive Officer



 


	 	cambridge
information group III 

LLC 
	 	 
	 	By:	/s/ Andrew M. Snyder
	 	 	Name:	Andrew M. Snyder
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	 	/s/ Robert N. Snyder
	 	 	Robert N. Snyder
	 	 	 	 



 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 


 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


	 	PROQUEST MANAGEMENT INVESTMENT
VEHICLE LLC
	 	 
	 	By:	/s/ Larisa Avner Trainor
	 	 	Name:	Larisa Avner Trainor
	 	 	Title:	Secretary



 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 
		Facsimile No. 	 


 


	 	IBI TRUST MANAGEMENT
	 	 
	 	By:	/s/ Ronen Shitrit
	 	 	Name:	Ronen Shitrit
	 	 	Title:	Chief Executive Officer



 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


	 	a-pq holdings llc
	 	 
	 	By:	/s/ Jackson Phillips
	 	 	Name:	Jackson Phillips
	 	 	Title:	Partner



 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 
		Facsimile No. 	 


 


	 	Board
STreet Principal 

Investments L.L.c.
	 	 
	 	By:	/s/ Mark Wetzel
	 	 	Name:	Mark Wetzel
	 	 	Title:	Vice President



 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 



 


	 	Stonebridge 2019, l.p.
	 	 
	 	By:	/s/ Mark Wetzel
	 	 	Name:	Mark Wetzel
	 	 	Title:	Vice President



 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]




 






     


     


    

 


	 	Goldman
Sachs & co. llc f/b/o

051-52942-8
	 	 
	 	By:	/s/ Andrew Rhee
	 	 	Name:	Andrew Rhee
	 	 	Title:	Managing Director



 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 


 


	 	stonebridge
gilgamesh

offshore, inc.
	 	 
	 	By:	/s/ William Y. Eng
	 	 	Name:	William Y. Eng
	 	 	Title:	Vice President




 


		Address: 	 
	 	 	 
	 	 	 
		Email: 	 



 


[Signature
page to Amendment No. 1 to Registration Rights Agreement]