REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 26, 2019, is made and entered into by and among Churchill Capital Corp II, a Delaware corporation (the “Company”), Churchill Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
CHURCHILL CAPITAL CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 26, 2019Warrant Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 26, 2019, is by and between Churchill Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Churchill Capital Corp II 60,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
RE: Securities Subscription Agreement Ladies and Gentlemen:Churchill Capital Corp II • June 10th, 2019 • Blank checks • New York
We are pleased to accept the offer Hornblower Sponsor LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Hornblower Acquisition Corp, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Churchill Capital Corp II 640 Fifth Avenue, 12th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Churchill Capital Corp II, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 69,000,000 of the Company’s units (including up to 9,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Sec
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 10th, 2019 • Churchill Capital Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June ___, 2019 by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Churchill Capital Corp II 40,000,000 Units1 UNDERWRITING AGREEMENTChurchill Capital Corp II • June 10th, 2019 • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • March 26th, 2020 • Churchill Capital Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 24, 2019 by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and Jeremy Paul Abson (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • March 15th, 2021 • Churchill Capital Corp II • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 26, 2020 by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and Dena Brumpton (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 26, 2019 (this “Agreement”), is entered into by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and Churchill Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • September 14th, 2021 • Skillsoft Corp. • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into and effective as of [•], 2021, by and between Skillsoft Corp., a Delaware corporation (the “Company”), and [_] (“Indemnitee”).
Churchill Capital Corp II 640 Fifth Avenue, 12th Floor New York, NY 10019Letter Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 26, 2019 by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CREDIT AGREEMENT dated as of July 16, 2021 among Skillsoft Finance I, Inc., as Holdings, Skillsoft Finance II, Inc., as the Borrower The Several Lenders from Time to Time Party Hereto, and CITIBANK, N.A., as the Administrative Agent, the Collateral...Credit Agreement • July 19th, 2021 • Skillsoft Corp. • Services-prepackaged software
Subscription AgreementSubscription Agreement • October 16th, 2020 • Churchill Capital Corp II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 14th day of October, 2020, by and between Churchill Capital Corp II, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Study Merger Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2020 • Churchill Capital Corp II • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 12, 2020, is made and entered into by and among Churchill Capital Corp II, a Delaware corporation (the “Churchill”), Software Luxembourg Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 48, Boulevard Grand-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188 (“Legacy Skillsoft”), Churchill Sponsor II LLC, a Delaware limited liability company (the “Sponsor” and, together with the undersigned parties under Holder on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement, a “Holder” and collectively the “Holders”).
JOINDER AGREEMENTJoinder Agreement • June 17th, 2021 • Skillsoft Corp. • Services-prepackaged software • New York
JOINDER AGREEMENT, dated as of June 11, 2021 (this “Agreement”), by and among the lenders listed on the signature pages hereto (each, a “New Lender”), SOFTWARE LUXEMBOURG INTERMEDIATE S.À R.L., a private limited liability company (société à responsabilité limitée), with registered offices at 17, Boulevard F.W. Raiffeisen, L - 2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B246231 (“Holdings”), SOFTWARE LUXEMBOURG ACQUISITION S.À R.L., a private limited liability company (société à responsabilité limitée), with registered offices at 17, Boulevard F.W. Raiffeisen, L - 2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B246282 (the “Parent Borrower”) and Skillsoft Corporation, a Delaware corporation (the “U.S. Subsidiary Borrower”), as a borrower (the U.S. Subsidiary Borro
Subscription AgreementSubscription Agreement • October 16th, 2020 • Churchill Capital Corp II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of October, 2020, by and among Churchill Capital Corp II, a Delaware corporation (the “Issuer”), the undersigned (“Subscriber” or “you”) and, solely with respect to Section 12 and Section 19, Churchill Sponsor II, LLC (“Sponsor”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Study Merger Agreement (as defined below).
AMENDMENT NO. 1 TO SENIOR SECURED SECOND OUT TERM LOAN CREDIT AGREEMENTCredit Agreement • June 17th, 2021 • Skillsoft Corp. • Services-prepackaged software • New York
SENIOR SECURED SECOND OUT TERM LOAN CREDIT AGREEMENT, dated as of August 27, 2020, among SOFTWARE LUXEMBOURG INTERMEDIATE S.À R.L., a private limited liability company (société à responsabilité limitée), with registered offices at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B246231 (the “Holdings”), SOFTWARE LUXEMBOURG ACQUISITION S.À R.L., a private limited liability company (société à responsabilité limitée), with registered offices at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B246282 (the “Parent Borrower”), Skillsoft Corporation, a Delaware corporation (the “U.S. Subsidiary Borrower”), as a borrower (the U.S. Subsidiary Borrower, together with the Parent Borrower, the “
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 5th, 2023 • Skillsoft Corp. • Services-prepackaged software • Delaware
THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of December 3, 2023, by and between JEFFREY R. TARR (the “Executive”) and SKILLSOFT CORP., a Delaware corporation, f/k/a Churchill Capital Corp II (the “Company”).
STOCK purchase AGREEMENT dated as of June 12, 2022 by and among SKILLSOFT CORP., SKILLSOFT (US) CORPORATION, AMBER HOLDING INC. and CORNERSTONE ONDEMAND, INC.Stock Purchase Agreement • June 13th, 2022 • Skillsoft Corp. • Services-prepackaged software • Delaware
This STOCK PURCHASE AGREEMENT, dated as of June 12, 2022 (this “Agreement”), is made by and among Cornerstone OnDemand, Inc., a Delaware corporation (“Buyer”), Amber Holding Inc., a Delaware corporation (the “Company”), Skillsoft (US) Corporation, a Delaware corporation (“Seller”), and Skillsoft Corp., a Delaware corporation (“Parent” and, together with Buyer, the Company and the Seller, the “Parties”).
CHURCHILL CAPITAL CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of October 12, 2020Warrant Agreement • June 17th, 2021 • Skillsoft Corp. • Services-prepackaged software • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 11, 2021, is by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
SENIOR SECURED TERM LOAN CREDIT AGREEMENT dated as of August 27, 2020 among SOFTWARE LUXEMBOURG INTERMEDIATE S.À R.L., as Holdings, SOFTWARE LUXEMBOURG ACQUISITION S.À R.L., as the Parent Borrower, The other Borrowers party hereto, The several Lenders...Senior Secured Term Loan Credit Agreement • June 17th, 2021 • Skillsoft Corp. • Services-prepackaged software • New York
SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of August 27, 2020, among SOFTWARE LUXEMBOURG INTERMEDIATE S.À R.L., a private limited liability company (société à responsabilité limitée), with registered offices at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B246231 (the “Holdings”), SOFTWARE LUXEMBOURG ACQUISITION S.À R.L., a private limited liability company (société à responsabilité limitée), with registered offices at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B246282 (the “Parent Borrower”), Skillsoft Corporation, a Delaware corporation (the “U.S. Subsidiary Borrower”), as a borrower (the U.S. Subsidiary Borrower, together with the Parent Borrower, the “Borrowers”)
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 5th, 2022 • Skillsoft Corp. • Services-prepackaged software • New York
CREDIT AGREEMENT, dated as of July 16, 2021, among Skillsoft Finance I, Inc., a Delaware corporation (“Holdings”), Skillsoft Finance II, Inc., a Delaware corporation (the “Borrower”), the lending institutions from time to time parties hereto (each, a “Lender” and, collectively, the “Lenders”), and CITIBANK, N.A., as the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).
October 12, 2020Sponsor Agreement • October 16th, 2020 • Churchill Capital Corp II • Blank checks • New York
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date hereof, by and among Churchill Capital Corp II, a Delaware corporation (the “Acquiror”), Software Luxembourg Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188 (the “Company”), and the other parties thereto (the “Merger Agreement”) and the other transactions relating thereto (the “Business Combination”) and hereby amends and restates in its entirety that certain letter, dated June 26, 2019, from Churchill Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individ
AGREEMENT AND PLAN OF MERGER dated as of October 12, 2020 by and among Churchill Capital Corp II, MAGNET MERGER SUB, INC., and ALBERT DE HOLDINGS INC.Agreement and Plan of Merger • October 16th, 2020 • Churchill Capital Corp II • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of October 12, 2020 (the “Agreement Date”), is entered into by and among Churchill Capital Corp II, a Delaware corporation (“Acquiror”), Magnet Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Albert DE Holdings Inc., a Delaware corporation (the “Company” and, together with Acquiror, the “Parties” and each a “Party”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
AGREEMENT AND PLAN OF MERGER by and among SKILLSOFT CORP., SKILLSOFT FINANCE II, INC., SKILLSOFT NEWCO I, INC., SKILLSOFT NEWCO II, LLC, RYZAC, INC. and FORTIS ADVISORS LLC, solely in its capacity as the Securityholder Representative Dated as of...Agreement and Plan of Merger • April 5th, 2022 • Skillsoft Corp. • Services-prepackaged software • Delaware
Albert DE Holdings Inc.Agreement and Plan of Merger • January 28th, 2021 • Churchill Capital Corp II • Services-prepackaged software
Reference is made to (i) that certain Amendment, dated as of January 22, 2021 (the “Amendment”) to the Agreement and Plan of Merger (the “Study Merger Agreement”), dated as of October 12, 2020, by and among Software Luxembourg Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188 (“Study”) and Churchill Capital Corp II, a Delaware corporation (“Buyer”) and (ii) that certain Agreement and Plan of Merger (the “GK Merger Agreement”), dated as of October 12, 2020, by and among Buyer, Magnet Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Albert DE Holdings Inc., a Delaware corporation (the “Company”).
October 10, 2022 Gary W. Ferrera Via email Dear Gary:Skillsoft Corp. • October 11th, 2022 • Services-prepackaged software • Delaware
Reference is made to that certain Offer Letter, dated August 3, 2021 (the “Offer Letter”), by and between you and Skillsoft Corp. (the “Company”). Capitalized terms used in this letter agreement and not otherwise defined shall have the meanings set forth in the Offer Letter.
Churchill Capital Corp IIChurchill Capital Corp II • January 28th, 2021 • Services-prepackaged software
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 28th, 2021 • Churchill Capital Corp II • Services-prepackaged software
This AMENDMENT, dated as of January 22, 2021 (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of October 12, 2020, by and among Software Luxembourg Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188 (the “Company”) and Churchill Capital Corp II, a Delaware corporation (“Buyer” and, together with the Company, the “Parties”).
AGREEMENT AND PLAN OF MERGER dated as of October 12, 2020 by and among Software Luxembourg Holding S.A. and Churchill Capital Corp II, as BuyerAgreement and Plan of Merger • October 16th, 2020 • Churchill Capital Corp II • Blank checks • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date hereof, by and among Churchill Capital Corp II, a Delaware corporation (the “Acquiror”), Software Luxembourg Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188 (the “Company”), and the other parties thereto (the “Merger Agreement”) and the other transactions relating thereto (the “Business Combination”) and hereby amends and restates in its entirety that certain letter, dated June 26, 2019, from Churchill Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individ
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2022 • Skillsoft Corp. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 4, 2022, is made and entered into by and among Skillsoft Corp., a Delaware corporation (the “Company”), and the undersigned parties under Holder on the signature pages hereto (together with any person or entity who hereafter becomes a party to this Agreement, the “Holders”, and each individually, a “Holder”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 16th, 2020 • Churchill Capital Corp II • Blank checks • Delaware
THIS STOCKHOLDERS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Stockholders Agreement”), dated as of October 12, 2020 (the “Effective Date”), is made by and among (i) Churchill Capital Corp II, a Delaware corporation (“PubCo”); (ii) Churchill Sponsor II LLC, a Delaware limited liability company; and (iii) the Person identified on the signature page hereto under the heading “Founder Holder” (the “Founder Holder”); Each of PubCo, the Sponsor and the Founder Holder may be referred to herein as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 11th, 2023 • Skillsoft Corp. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of September 8, 2023, by and between JEFFREY R. TARR ("Executive") and SKILLSOFT CORP., a Delaware corporation, f/k/a Churchill Capital Corp II (the "Company").
