Re: Amendment to Sponsor Agreement

 

Exhibit 10.6

 

 

March 29, 2019

 

 

 

▇▇▇▇▇▇▇▇▇ Capital Corp
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇

Camelot Holdings (Jersey) Limited
Friars House
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

 

Clarivate Analytics Plc
Friars House
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

 

Re:      Amendment to Sponsor Agreement

 

Ladies and Gentlemen:

 

Reference is made to the Sponsor Agreement dated January 14, 2019 (the “Sponsor Agreement”) by and among ▇▇▇▇▇▇▇▇▇ Capital Corp, a Delaware corporation, Camelot Holdings (Jersey) Limited, a private limited company organized under the laws of the Island of Jersey (the “Company”), Clarivate Analytics Plc, a public limited company organized under the laws of the Island of Jersey (“Holdings”), ▇▇▇▇▇▇▇▇▇ Sponsor LLC, a Delaware limited liability company, Garden State Capital Partners LLC, a Delaware limited liability company, and the Founders (as defined therein). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Sponsor Agreement.

 

Paragraph 5(b) of the Sponsor Agreement provides that up to 5,000,000 newly-issued ordinary shares of Holdings (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “Sweetener Shares”), shall be issued for no additional consideration and in accordance with all applicable Laws on the first date on which the $20.00 Stock Price Level is achieved, to the Persons and in the amounts designated pursuant to, and upon the terms and conditions set forth in, said Paragraph 5(b).

 

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that the Sponsor Agreement is amended pursuant to Paragraph 12 thereof to increase the number of Sweetener Shares by 2,000,000, by amending Paragraph 5(b) to read in its entirety as follows:

 

“(b)       After the Closing, provided that on or before the sixth anniversary of the Closing Date, a $20.00 Stock Price Level (as defined below) is achieved, Holdings shall allot and issue to such Persons as are designated pursuant to this paragraph 5(b) 7,000,000 newly-issued ordinary shares of Holdings (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “Sweetener Shares”), which Sweetener Shares shall be issued for no additional consideration and in accordance with all applicable Laws on the first date on which the $20.00 Stock Price Level is achieved and such Sweetener Shares shall be issued, credited as fully paid-up. The Sweetener Shares shall be issued to Persons and in amounts designated in a written notice to Holdings given after the date hereof by ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (or, in the event of the death or incapacity of either, by his respective successor to such designation right, the identity of whom shall have been notified to Holdings in writing by the other).  This paragraph 5(b) shall automatically terminate upon the earlier to occur of (i) the day after the sixth anniversary of the Closing Date to the extent the Stock Price Level set forth in this paragraph is not achieved on or prior to such date and (ii) the consummation of a Company Sale in which the per share price paid or implied in such Company Sale is less than $20.00.”

 

Except as explicitly amended hereby, the Sponsor Agreement shall continue, without amendment, in full force and effect from and after the date hereof.

 

 

 

Please signify your agreement with the foregoing Amendment by signing where indicated below.

 

	Sincerely,
	SPONSOR:
	▇▇▇▇▇▇▇▇▇ SPONSOR LLC
	By: ▇. ▇▇▇▇▇ Associates, Inc., Manager
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:
	FOUNDERS:
	/s/ ▇▇▇▇▇ ▇▇▇▇▇
	▇▇▇▇▇ ▇▇▇▇▇
	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	ACCEPTED AND AGREED
	as of the date first written above:
	ACQUIROR:
	▇▇▇▇▇▇▇▇▇ CAPITAL CORP
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:

 

 

[Signature Page to Amendment to Sponsor Agreement]

 

 

	COMPANY:
	CAMELOT HOLDINGS (JERSEY) LIMITED
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Director
	HOLDINGS:
	CLARIVATE ANALYTICS PLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Director

 

 

 

[Signature Page to Amendment to Sponsor Agreement]