Group
(Guernsey) Limited, under power of Bent and Luke
Signatories
PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), Partners Group,
Tudor HouseLe Bordage, St. Peter PortGuernsey, GY1
1DBE- No.NIA
[Signature page to Investor Rights Agreement]
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NGB Investor:
NGB Kiyoshi
, Nishi-Shimbashi 1-ChomeMinato-ku, Tokyo 105-8408,
No.+81-3-6203-9488
[Signature page to Investor Rights Agreement]
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CHURCHILL FOUNDERS:
CHURCHILL SPONSOR Michael S S. KleinTitle:
GARDEN STATE CAPITAL PARTNERS Michael S S.
KleinTitle:
M. KLEIN ASSOCIATES, INC. (including in its capacity of Manager) Michael S
S. KleinTitle:
JMJS GROUP - II, Jerre L. L.
Chairman & Chief Executive Officer
Jerre L. SteadJERRE L. STEAD
Michael S. KleinMICHAEL S. KLEIN
Sheryl Von BlucherSHERYL VON BLUCHER
[Signature page to Investor Rights Agreement]
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SPONSORS:
LGP Sponsor:
LEONARD GREEN & PARTNERS, L.P. Usama
Signatory
Castik Sponsor:
CASTIK CAPITAL S.A.R.L. Julia Wallon and /s/ Dan Wallon
and Dan and Manager
[Signature page to Investor Rights Agreement]
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Exhibit A
JOINDER TO
INVESTOR RIGHTS AGREEMENT
This Agreement is made as of the date set forth below by the undersigned (the
"Joiner") in accordance with the Investor Rights Agreement, dated as of October
1, 2020 (as the same may be amended from time to time, the "Investor Rights
Agreement") by and among CLARIVATE PLC and the other parties thereto.
Capitalized terms used but not defined herein have the meanings given in the
Investor Rights Agreement.
The Joiner hereby acknowledges, agrees and confirms that, by its execution and
delivery of this agreement, the Joiner shall be deemed a party to the Investor
Rights Agreement as of the date hereof as a "Permitted Transferee" and/or
"Seller Distributee" thereunder, as applicable, in accordance with the terms
thereof, as if it had executed and delivered the Investor Rights Agreement. The
Joiner hereby ratifies, as of the date hereof, and agrees to be bound by, all of
the terms, provisions and conditions of the Investor Rights Agreement that apply
to a Permitted Transferee and/or Seller Distributee, as applicable.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date
set forth below.
Legal name:By:
(signature)
of incorporation or
:
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Exhibit B
PERMITTED MANAGEMENT TRANSFER AGREEMENT
This Agreement is made as of the date set forth below by the undersigned ("I" or
the "Acquiror") in accordance with the Investor Rights Agreement (as amended,
the "Investor Rights Agreement") dated as of October 1, 2020 by and among
CLARIVATE PLC (the "Company"), CAPRI ACQUISITIONS TOPCO LIMITED ("Seller
Holdco") and the other parties thereto. Capitalized terms used but not defined
herein have the meanings given in the Investor Rights Agreement.
In consideration of the transfer by Seller Holdco to the undersigned Acquiror of
_________ ordinary shares of the Company (the "Company Securities"), I, the
Acquiror, hereby certify to the Company that the representations and responses
below are true and accurate. I hereby represent and warrant to the Company and
agree with the Company as follows: