INCREMENTAL FACILITY AMENDMENTCredit Agreement • December 1st, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • New York
CREDIT AGREEMENT (this “Agreement”), dated as of October 31, 2019 and as amended by the Incremental Facility Amendment dated as of February 28, 2020 and the Incremental Facility Amendment dated as of October 1, 2020, among Camelot UK Holdco Limited, a private limited liability company incorporated under the laws of England and Wales with registered number 10314173 (“Holdings”), Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales with registered number 10267893 (“UK Holdco”), the borrowers listed on Schedule 1.1G hereto (collectively, the “US Borrowers”), Camelot Finance S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 14, rue Edward Steichen, L-2540 Luxembourg and registered with the Luxembourg Trade and Companies Register (the “Companies Register”) under number B 208514 (the “Lux Borrower” and, to
ContractFirst Supplemental Indenture • December 1st, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 1, 2021, among the entities listed on Schedule E hereto (each entity, a “New Guarantor” and collectively the “New Guarantors”), each a subsidiary of Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales (“UK Holdco”), Clarivate Science Holdings Corporation, a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
AMENDMENT NO. 2 TO TRANSACTION AGREEMENTTransaction Agreement • December 1st, 2021 • CLARIVATE PLC • Services-computer processing & data preparation
This AMENDMENT NO. 2, dated as of November 12, 2021 (this “Amendment”), to the Transaction Agreement, dated as of May 15, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Clarivate Plc, a public limited company organized under the laws of the Island of Jersey (“Cornell Parent”), ProQuest Holdings LLC, a Delaware limited liability company (“Penn Parent”), Cambridge Information Group III LLC, a Delaware limited liability company, in its capacity as the representative of the Equityholders as set forth therein (the “Equityholders’ Representative”), and the other parties signatory thereto, is made and entered into by and among Cornell Parent, Penn Parent and the Equityholders’ Representative. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • December 1st, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • Delaware
This Director Nomination Agreement (this “Agreement”) is made on December 1, 2021 (the “Effective Date”), by and between Clarivate Plc, a public limited company organized under the laws of the Island of Jersey (the “Company”), and Andrew M. Snyder (the “Designated Shareholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 2 hereof.
CLARIVATE PLC AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • New York
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).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 1st, 2021 • CLARIVATE PLC • Services-computer processing & data preparation • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 1, 2021, among Clarivate Science Holdings Corporation (the “New Guarantor”), a subsidiary of Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales (“UK Holdco”), Camelot Finance S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 14 rue Edward Steichen, L-2540 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 208514 (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
