Filed by Churchill Capital Corp II
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Churchill Capital Corp II
Commission File No. 001-38960
Date: February 24, 2021

ANALYST DAY PRESENTATION February 2021

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ntrod u cti on S t r a te g y C onte nt Platform Go - To - Market
Fi nance Q&A DISCLAIMER IMPORTANT ADDITIONAL INFORMATION AND
WHERE TO FIND IT This communication is being made in respect of the
proposed merger transaction involving Churchill II and Skillsoft.
Churchill II has filed a registration statement on Form S - 4 with
the SEC, which includes a proxy statement of Churchill II and a
prospectus of Churchill II, and Churchill II has filed and will
file other documents regarding the proposed transaction with the
SEC. A definitive proxy statement/prospectus will also be sent to
the stockholders of Churchill II and Skillsoft, seeking any
required stockholder approval. Before making any voting or
investment decision, investors and security holders of Churchill II
and Skillsoft are urged to carefully read the entire registration
statement and proxy statement/prospectus and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to these documents, because they contain important
information about the proposed transaction. The documents filed by
Churchill II with t he SEC may be obtained free of charge at the
SEC’s website at www.sec.gov. In addition, the documents filed by
Churchill II m ay be obtained free of charge from Churchill II at
www.churchillcapitalcorp.com. Alternatively, these documents can be
obtained free of charge from Churchill II upon written request to
Churchill Capital Corp II, 640 Fifth Avenue, 12th Floor, New York,
New York 10019, Attn: Secretary, or by calling (212) 380 - 7500.
Churchill II, Skillsoft and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Churchill II, in
favor of the approval of the merger. Information regarding Ch
urchill II’s directors and executive officers is contained in
Churchill II’s Annual Report on Form 10 - K for the year ended
December 31, 2019 and its Quarterly Report on Form 10 - Q for the
quarterly periods ended March 31, 2020, June 30, 2020, and
September 30, 2020 which are filed with the SEC. Additional
information regarding the interests of those participants, the
directors and executive officers of Skillsoft and other persons who
may be deemed participants in the transaction may be obtained by
reading the registration statement and the proxy
statement/prospectus and other relevant documents filed with the
SEC. Free copies of these documents may be obtained as described in
the preceding paragraph. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval, nor shall there be any
sale of any securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
other jurisdiction. FORWARD - LOOKING STATEMENTS; NON - GAAP This
communication contains forward - looking statements within the
meaning of the Private Securities Litigation Reform Act of 199 5
including, but not limited to, Churchill II’s, Skillsoft’s and
Global Knowledge’s expectations or predictions of future fin ancial
or business performance or conditions. Forward - looking statements
are inherently subject to risks, uncertainties and assumptions.
Generally, statements that are not historical facts, including
statements concerning our possible or assumed future actions,
business strategies, events or results of operations, are forward -
looking statements. These statements may be preceded by, followed
by or include the words “believes,” “estimates,” “expects,”
“projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates” or “in te nds” or similar expressions.
Such forward - looking statements involve risks and uncertainties
that may cause actual events, results or performance to differ m
aterially from those indicated by such statements. Certain of these
risks are identified and discussed in Churchill II’s Form 10 - K
for the year ended December 31, 2019 under Risk Factors in Part I,
Item 1A and in the registration statement on Form S - 4 discussed
above. These risk factors will be important to consider in
determining future results and should be reviewed in their
entirety. These forward - looking statements are expressed in good
faith, and Churchill II, Skillsoft and Global Knowledge believe
there is a reasonable basis for them. However, there can be no
assurance that the events, results or trends identified in these
forward - looking statements will occur or be achieved. Forward -
looking statements speak only as of the date they are made, and
none of Churchill II, Skillsoft or Global Knowledge is under any
obligation, and expressly disclaim any obligation, to update, alter
or otherwise revise any forward - looking statement, whether as a
result of new information, future events or otherwise, except as
required by law. Readers should carefully review the statements set
forth in the filings, which Churchill II has filed or will file
from time to time with the SEC. In addition to factors previously
disclosed in Churchill II’s filings with the SEC and those
identified elsewhere in this com munication, the following factors,
among others, could cause actual results to differ materially from
forward - looking statements or historical performance: ability to
meet the closing conditions to the Skillsoft merger, including
approval by stockholders of Churchill II and Skillsoft, and the
Global Knowledge merger on the expected terms and schedule and the
risk that regulatory approvals required for the Skillsoft merger
and the Global Knowledge merger are not obtained or are obtained
subject to conditions that are not anticipated; delay in closing
the Skillsoft merger and the Global Knowledge merger; failure to
realize the benefits expected from the proposed transactions; the
effects of pending and future legislation; risks related to
disruption of management time from ongoing business operations due
to the proposed transactions; business disruption following the
transactions; risks related to the impact of the COVID - 19
pandemic on the financial condition and results of operations of
Churchill II, Skillsoft and Global Knowledge; risks related to
Churchill II’s, Skillsoft’s or Global Knowledge’ s indebtedness;
other consequences associated with mergers, acquisitions and
divestitures and legislative and regulatory actions and reforms;
and risks of demand for, and acceptance of, our products and for
cloud - based technology learning solutions in general; our ability
to compete successfully in competitive markets and changes in the
competitive environment in our industry and the markets in which we
operate; our ability to develop new products; failure of our
information technology infrastructure or any significant breach of
security; future regulatory, judicial and legislative changes in
our industry; the impact of natural disasters, public health
crises, political crises, or other catastrophic events; our ability
to attract and retain key employees and qualified technical and
sales personnel; fluctuations in foreign currency exchange rates;
our ability to protect or obtain intellectual property rights; our
ability to raise additional capital; the impact of our indebtedness
on our financial position and operating flexibility; and our
ability to successfully defend ourselves in legal proceedings. Any
financial projections in this communication are forward - looking
statements that are based on assumptions that are inherently
subject to significant uncertainties and contingencies, many of
which are beyond Churchill II’s, Skillsoft’s and Global Knowl ed
ge’s control. While all projections are necessarily speculative,
Churchill II, Skillsoft and Global Knowledge believe that the
preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that
Churchill II, Skillsoft and Global Knowledge, or their
representatives, considered or consider the projections to be a
reliable prediction of future events. Annualized, pro forma,
projected and estimated numbers are used for illustrative purpose
only, are not forecasts and may not reflect actual results. This
communication is not intended to be all - inclusive or to contain
all the information that a person may desire in considering an
investment in Churchill II and is not intended to form the basis of
an investment decision in Churchill II . All subsequent written and
oral forward - looking statements concerning Churchill II,
Skillsoft and Global Knowledge, the proposed transactions or other
matters and attributable to Churchill II, Skillsoft and Global
Knowledge or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above .
Some financial information in this communication, including
Adjusted EBITDA and Adjusted EBITDA margin projections, have not
bee n prepared in accordance with generally accepted accounting
principles (“GAAP”). Churchill II is unable to provide reconcilia
tions to the most directly comparable GAAP measures without
unreasonable effort due to the uncertainty of the necessary
information for such calculations. 2

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Fi nance Q&A TODAY ’ S MICHAEL KLEIN Chief Executive Officer
JEFF TARR Incoming Chief Executive Officer MARK ONISK Chief Content
Officer APRATIM P URA K AYA S T H A Chief Technology Officer
PATRICK MANZO Chief Revenue Officer MICHELLE B O O C K O F F - BAJ
D EK Chief Marketing Officer • Investment banking executive with
extensive transaction experience • Previously served as CEO of
DigitalGlobe, President & COO of IHS and CEO of Hoover’s • 20 -
year track record in learning content and product management •
Previous GM of Books 24x7 and VP, Learning Products at Element K •
Software and SaaS product executive • 20 years experience in
collaboration and learning software • Previously served as Director
at IBM and Group President at ACI Worldwide • Experience leading
all phases of revenue operations • Public, private and
transactional operating experience • Global marketing leader
passionate about exceptional customer experiences • Most recently
served as CMO of IBM Watson SPEAKERS CHURCHILL CAPITAL 3

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Fi nance Q&A A G ENDA 4 01 Introduction Michael Klein 02
Strategy Jeff Tarr 03 Content Mark Onisk 04 Platform Apratim
Purakayastha 05 Go - to - Market Patrick Manzo & Michelle
Boockoff - Bajdek 06 Finance Jeff Tarr 07 Q&A

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Fi nance Q&A INTRODUCTION 5

Introduction S t r a te g y C onte nt Platform Go - To - Market Fi
nance Q&A OVERVIEW CHURCHILL CAPITAL A unique model, the first
GP team focused purely on public equity vehicles Creating value by
leveraging the active engagement of high performing Fortune 500
CEOs A pioneer in public equity vehicles for scale investments A
track record A competitive edge The demonstrated of acquiring
proven, in global sourcing best partner for profitable, growing
businesses of scale prospective targets THE CHURCHILL COMPANIES
ASSET V e hicle CHURCHILL CAPITAL I CHURCHILL CAPITAL III
Acquisition Announced January 2019 July 2020 Churchill Partner
Jerre Stead Paul Galant & Bill Veghte Equity Value $19B $7B 1
Firm Value $22B $11B (1) $40B+ in assets under the Churchill
Umbrella N ote: 1 Based on value at close Source: FactSet. Market
data as of 2/18/21. . 6 WHO WE ARE CHURCHILL CAPITAL II CHURCHILL
CAPITAL IV CHURCHILL CAPITAL V CHURCHILL CAPITAL VI CHURCHILL
CAPITAL VII Raised Jun. 2019 Raised Jul. 2020 Raised Dec. 2020
Raised Feb. 2021 Raised Feb. 2021 $690M $2.07B $500M $552M
$1.38B

Introduction S t r a te g y C onte nt Platform Go - To - Market Fi
nance Q&A CREATING THE NEW SKILLSOFT 7 Notes: 1 Based on
acquisition values and FYE 1/31/2023E financials. LFCF assumes ~70%
conversion. 2 PIPE subject to certain conditions; $400M second step
investment by Prosus subject to CFIUS approval; assumes no
redemptions. 3 Based on FYE 1/31/2023E Adj. EBITDA midpoint. 4 Debt
includes Skillsoft debt and debt pro forma for Global Knowledge
transaction. 5 Excludes impact of warrants, management equity, and
portion of Founder Shares unvested and revested at $12.50 share
price. P U R CH ASE PRICE COMBINED VALUATION MU L T IPLES (1)
CAPITAL STRUCTURE OWNERSHIP 2, 5 50% 32% 1 7 % Churchill PIPE
Skillsoft Share - holders PARTNERS TIMING SKILLSOFT $ 1.3B ADJ.
REVENUE 2.2 x PIPE 2 $ 530M CHURCHILL CAPITAL PROXY FILED / JANUARY
25 GLOBAL KNOWLEDGE $ 233M ADJ. EBITDA 7.6 x LEVERED FREE CASH FLOW
5.6 x NET DEBT OF $ 115M ADJ. EBITDA 2, 3, 4 0.6 x E X P E CT ED
CLOSING / 2Q ‘21

Introduction S t r a te g y C onte nt Platform Go - To - Market Fi
nance Q&A VALUE CREATION OPPORTUNITY FOR INVESTORS 8 BUSINESS
PLAN SUPPORTS SIGNIFICANT ADJ. EBITDA GROWTH (Adj. EBITDA; $ in M)
CY 2020 CY 2021 CY 2022 $158 - $163 $ 1 5 5 - $ 1 7 5 $ 1 8 0 - $
22 0 Adj. Gross Revenue $686 - $691 $645 - $675 $675 - $725 2. 2 x
6 . 1 x 6 . 7 x 5. 3 x ( 1 ) 7.6 x 17 . 9x 148 . 0 x 15 . 4 x 5 .6
x 26 . 3 x 82. 3 x 18 . 0 x ATTRACTIVE ENTRY VALUE ($ in B) Firm
Value / CY2022E Adj. Revenue Firm Value / CY2022E Adj. EBITDA
Equity Value / CY2022E LFCF Implied Skillsoft Firm Value (2) $1.5
$3.7 $4.3 $4.7 Notes: 1 Based on acquisition values of Skillsoft
and Global Knowledge. Multiples based on midpoint of FYE 1/31/23E
range. Global Knowledge revenue reflects Gross Revenue. LFCF
assumes ~70% conversion. 2 Based on peer CY2022E Revenue multiples.
Skillsoft firm value based on acquisition values of Skillsoft and
Global Knowledge. Source: FactSet. Market data as of 2/19/21.

Introduction S t r a te g y C onte nt Platform Go - To - Market Fi
nance Q&A 9 A global consumer internet group and one of the
largest technology investors in the world. • Early investor in
global tech leaders, including Tencent and Delivery Hero Building
leading companies in high growth sectors. • EdTech • Food delivery
• Online classifieds • Payments & fintech Listed on Euronext
Amsterdam (AEX:PRX). • Europe’s largest consumer internet company •
Included in the EuroStoxx - 50 index Top 10 GLOBAL CONSUMER
INTERNET GROUP 1.5B+ USERS GLOBALLY $ 200B MARKET C A P I T A LI Z
A T I ON INVESTMENT PHILOSOPHY FOCUSED ACTIVE LONG - TERM FOCUS
Thematic, sector - based investing based on deep industry insights
More than funding. Strong, hands - on support based on internet
expertise Partnering with entrepreneurs over the long term to build
sustainable businesses (sometimes for decades) INTRODUCTION TO
PROSUS GROUP Source: Prosus Group, FactSet February 2021. COMPANY
OVERVIEW LEADING EDTECH INVESTOR

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Fi nance Q&A POWERFUL ‘AT SCALE’ FOUNDATION SIGNIFICANT
PROGRESS AND IMPROVEMENTS • Industry leading content library •
Strong technology platform • Large enterprise customer base •
Recurring revenue stream • Restructured the balance sheet • Brought
on new committed and long - term investors • Recruited new CEO and
building world - class management team • Strengthened Technology
& Development offering with first acquisition • Setting a new
and inspiring direction for the firm WHAT WE NEEDED TO FIX •
Overleveraged balance sheet • Leadership gaps • Loss of share in
Technology & Development • Under - investment in customer
acquisition 10 A STRONG FOUNDATION TO BUILD FROM

Introduction S t r a te g y C onte nt Platform Go - To - Market Fi
nance Q&A (IHS’s Revenue Over Tenure; $ in millions) $476 $1075
2 0 0 5 A 2 0 1 0 A (DigitalGlobe’s revenue over tenure; $ in
millions) $340 $900 2 0 11 A 2 0 1 7 A BOARD EXPERIENCE EXECUTION
EXPERIENCE JEFF TARR TO LEAD THE NEW SKILLSOFT 11 Source:
DigitalGlobe, Maxar Technologies, and IHS filings, public
information, and FactSet. • Former CEO of DigitalGlobe and Hoover’s
• Former President & COO of IHS CAGR 18% History of Creating
Value for Shareholders (IHS’s revenue over tenure; $ in M)
Meaningfully Grew DigitalGlobe’s Business (Digital Globe’s revenue
over tenure; $ in M) CAGR 18%

Introduction Strategy C onte nt Platform Go - To - Market Fi nance
Q&A STRATEGY 12

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Fi nance Q&A THE NEW SKILLSOFT 01 An attractive market
opportunity without a clear leader 02 Building a global leader from
a strong foundation 03 A powerful platform for further M&A 04
An attractive investment opportunity 13

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nance Q&A AN ATTRACTIVE MARKET OPPORTUNITY LARGE MARKET GROWING
MARKET STRONG SECULAR GROWTH DRIVERS • Growing skills gap globally
• Shift from insourced to outsourced training • Shift from
classroom to digital training • Acceleration by COVID - 19 and work
- from - home TOTAL ADDRESSABLE MARKET GLOBAL PROFESSIONAL
ELEARNING 1 $ 28B U.S. PROFESSIONAL LEARNING 2 $ 130B GLOBAL
PROFESSIONAL LEARNING 2 $ 300B Global Professional eLearning TAM 3
forecasted to grow 10% p.a., with market spend growing 13 - 14%
p.a. $ 9B $ 1 6B 2 0 2 0 2 0 25 +10% p.a. Notes: 1 Global
professional eLearning includes company purchased, self - paced
online learning across Skillsoft’s core segment and other segments.
2 Professional learning includes eLearning as well as internal and
third party courses and content (both online and in person),
excluding tuition reimbursement and related spend. 3 TAM: Total
Addressable Market, including company spend and incremental
whitespace from adoption of eLearning, new use cases, and shift
from in person to online. 4 Market Spend: Estimated spend on
outsourced professional eLearning by organizations. 14 W h i t e
space Source: Third party consultant market research report. Tyton
Partners, Grand View Research. Market S p e n d 4 13 - 14% p.a. $ 2
8 B $ 4 5 B

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nance Q&A MAJOR CUSTOMER SEGMENTS REMAIN HIGHLY UNDERPENETRATED
15 ROBUST HEADROOM AVAILABLE ACROSS CUSTOMER SEGMENTS WITHIN THE
U.S. Total Addressable Market represents value of the market in
which new Skillsoft participates, including unpenetrated portion
that can adopt online learning. 8 0 % 4 0 % 2 0 % 0% 6 0% U.S.
PROFESSIONAL ELEARNING TOTAL ADDRESSABLE MARKET 3 , 2021F $ in B
100% IT Skills Co m p l i a n c e¹ Business Skills Leadership
Addressable Whitespace Other Content² Average penetration is ~30%,
yielding market spend 4 of ~$3B Total = $10B ($28B Global) Notes: 1
Includes generalized Legal Compliance and Employee Health and
Safety. 2 Other content contains Sales & Customer Service,
Product, and Profession & Industry specific content. 3 TAM:
Total Addressable Market, including company spend and incremental
whitespace from adoption of eLearning, new use cases, and shift
from in person to online. 4 Market Spend: Estimated spend on
outsourced professional eLearning by organizations. Source: Company
market sizing model based on U.S. census, market and internal
revenue analysis, and primary research and interviews. C u rr OTS
Served Market ent outsourced content spend Market Spend

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Fi nance Q&A FRAGMENTED MARKET SPACE WITHOUT A CLEAR LEADER
SKILLSOFT IS THE LARGEST PLAYER FOCUSED PRIMARILY ON THE ENTERPRISE
NO OTHER CORPORATE DIGITAL LEARNING BUSINESS WITH >$500M OF
REVENUE New $500M REVENUE 16

Int
r od u c t ion Strategy C o n t e nt Platfo r m Go - To - Market
Fin a n ce Q &A OUR AMBITION WE HELP COMPANIES CREATE A FUTURE
- FIT WORKFORCE, SKILLED AND READY FOR THE JOBS OF TOMORROW 17

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nance Q&A A NEW AND INSPIRING DIRECTION THAT BUILDS ON OUR
STRENGTHS WHERE WE PLAY We upskill the global workforce across
three core segments… (Leadership & Business Skills, Compliance
and Technology & Development) …by providing engaging digital
learning & development solutions… …to enterprise clients
globally OUR AMBITION ‘To create a future - fit workforce skilled
and ready for the jobs of tomorrow’ CONTENT Packages of ‘best of
breed’ content to enable compelling learning journeys 18 PLATFORM
An advanced technology driven platform that delivers seamless and
engaging learner experiences GO - TO - MARKET A world - class
enterprise sales capability 01 HOW WE WIN 02 03

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nance Q&A 19 WHERE WE PLAY: UPSKILLING THE GLOBAL WORKFORCE
ACROSS THREE CUSTOMER SEGMENTS LEADERSHIP & BUSINESS SKILLS
TECHNOLOGY & DEVELOPMENT COMPLIANCE # 1 G L OBAL L EA D ER
CUSTOMER VALUE PROP O S I T I O N Enable leaders and organizations
to thrive in a digital world Stay ahead of rapid technology changes
Foster a sustainable, safe, respectful and inclusive work
environment ROLE IN SK I L LS OFT ’S PORTFOLIO Strategic hook into
enterprise agenda Major customer and growth opportunity Supports
customer retention SK I L LS OF T POSITION # 1 # 2 # 2 CO M PETI T
I V E LANDSCAPE Note: Skillsoft market position for self - paced
professional eLearning based on estimates of competitor revenue and
segment revenue allocations.

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nance Q&A WHERE WE PLAY: LEADERSHIP & BUSINESS SKILLS OFFER
A STRATEGIC HOOK INTO THE ENTERPRISE AGENDA Notes: 1 Professional
eLearning includes company purchased, self - paced online learning
solutions; Total Addressable Market (TAM) includes current spend
and whitespace opportunity. 2 Share of market spend in the U.S.
based on Skillsoft revenue; Skillsoft market share and position for
self - paced professional eLearning based on estimates of
competitor revenue and segment revenue allocations. 20 3 Market
Spend: Estimated spend on outsourced professional eLearning by
organizations. Source: Company market sizing and trends model based
on U.S. census, market and internal revenue analysis, primary
research and interviews, and third party consultant analysis.
MARKET OPPORTUNITY (LEADERSHIP & BUSINESS SKILLS) PRIMARY IN F
LUENC E RS BUYERS COMPETITIVE POSTION $ 3.1B GLOBAL PROFESSIONAL
ELEARNING TAM 1 12 % ESTIMATED GROWTH RATE OF U.S. MARKET SPEND 3
MARKET GROWTH DRIVERS • Growing skills gaps and need for upskilling
/ reskilling • Trend towards continuous learning / self -
development • Importance of Leadership in an uncertain environment
CHRO / CLO CEO (exec ed) REQUIREMENTS • Practitioner - level
content and below • On - demand, with ILT for exec education • High
touch features (e.g., coaching, etc.) • Partnerships with
educational institutions 20 % SHARE 2 # 1 ESTIMATED SKILLSOFT
POSITION

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nance Q&A WHERE WE PLAY: TECHNOLOGY & DEVELOPMENT IS A TOP
PRIORITY FOR OUR CUSTOMERS Notes: 1 Professional eLearning includes
company purchased, self - paced online learning solutions; Total
Addressable Market (TAM) includes current spend and whitespace
opportunity. 2 Share of market spend in the U.S. based on Skillsoft
and Global Knowledge revenue; Skillsoft market share and position
for self - paced professional eLearning based on estimates of
competitor revenue and segment revenue allocations. 21 3 Market
Spend: Estimated spend on outsourced professional eLearning by
organizations. Source: Company market sizing and trends model based
on U.S. census, market and internal revenue analysis, primary
research and interviews, and third party consultant analysis.
MARKET OPPORTUNITY (TECHNOLOGY & DEVELOPMENT) PRIMARY IN F
LUENC E RS BUYERS COMPETITIVE POSTION $ 3.9B GLOBAL PROFESSIONAL
ELEARNING TAM 1 17 % ESTIMATED GROWTH RATE OF U.S. MARKET SPEND 3
MARKET GROWTH DRIVERS • Enduring technology skills shortages • Ever
- evolving technical standards • Shift towards cloud computing CIO
/ CTO CHRO / CLO (CISO FOR CYBER) REQUIREMENTS • Expert - level
content and below • Vendor - affiliated certification programs •
Immersive learning experiences (ILT, bootcamps, virtual labs, etc.)
• Workflow integration 9 % SHARE 2 # 2 ESTIMATED SKILLSOFT
POSITION

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nance Q&A 22 Notes: 1 Professional eLearning includes company
purchased, self - paced online learning solutions; Total
Addressable Market (TAM) includes current spend and whitespace
opportunity. 2 Share of market spend in the U.S. based on Skillsoft
revenue; Skillsoft market share and position for self - paced
professional eLearning based on estimates of competitor revenue and
segment revenue allocations. WHERE WE PLAY: COMPLIANCE IS A KEY
CONTRIBUTOR TO CUSTOMER RETENTION AND CROSS - SELL MARKET
OPPORTUNITY (COMPLIANCE) PRIMARY IN F LUENC E RS BUYERS COMPETITIVE
POSTION $ 1.7B GLOBAL PROFESSIONAL ELEARNING TAM 1 14 % ESTIMATED
GROWTH RATE OF U.S. MARKET SPEND 3 MARKET GROWTH DRIVERS • Growing
regulatory pressures • Growing need for data protection and privacy
training • Diversity & Inclusion emerging as a key workplace
focus CHRO / CLO COMPLIANCE / LEGAL REQUIREMENTS • Practitioner -
level content and below • Vertical - specific certification
requirements • On - demand training only • Integration with
HR/Legal compliance systems 6 % SHARE 2 # 2 ESTIMATED SKILLSOFT
POSITION 3 Market Spend: Estimated spend on outsourced professional
eLearning by organizations. Source: Company market sizing and
trends model based on U.S. census, market and internal revenue
analysis, primary research and interviews, and third party
consultant analysis.

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Fi nance Q&A 23 HOW WE WIN: CONTENT BREADTH OF OUR OFFERING
WILL DRIVE GROWTH • The breadth of our offering is the #1 reason we
win with customers • Supports learners with a unified platform,
consistent pedagogy and more complete learning journeys • Creates
opportunities for cross - and upsell • Drives higher retention •
Unique opportunity to create global leader 22 PERCENTAGE POINT
HIGHER DOLLAR RETENTION RATE 1 AMONG CUSTOMERS PURCHASING 3
PRODUCTS VS. 1 COMPLIANCE TECHNOLOGY & D E V E L O P M E N T
LEADERSHIP & BUSINESS SKILLS Note: 1 Covers Q4FY2017 through
Q4FY2021E.

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nance Q&A 24 HOW WE WIN: CONTENT OUR CONTENT ENABLES COMPELLING
LEARNING JOURNEYS A COMPLETE LEARNING SOLUTION WITH A PROVEN
LEARNING MODEL DELIVERING REAL - WORLD RESULTS Skillsoft has
conducted neuroscience research with MIT to ensure the efficacy of
our content Source: Skillsoft 2019 customer benchmark study. Apply
what they have learned 180K+ Content assets in the library,
reflecting significant capital investment $ 100M+ Invested in
content since 2017 80%

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nance Q&A HOW WE WIN: PLATFORM PERCIPIO PLATFORM DELIVERS
ENGAGING EXPERIENCES 4 x MORE LEARNING HOURS 1 ~ 100 % PERCIPIO
COHORT DOLLAR RETENTION RATE THE PERCIPIO PLATFORM WHY CUSTOMERS
CHOOSE PERCIPIO UP TO 29 PT INCREASE IN DOLLAR RETENTION RATE 1 •
Learner focused • Easy interface • Skill - based learning paths •
Better engagement • AI - enabled • Reliable tracking • Badges,
opensource content, microlearning, mobile app • Integration with
leading LMSs 25 Note: 1 Compared to legacy platform over 18 months;
increase in retention varies by quarter. Source: Percipio.com,
Skillsoft financials.

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nance Q&A ~ 70 % OF FORTUNE 1000 1 ~ 45 M LEARNERS WORLDWIDE 2
160 + COUNTRIES WORLDWIDE 3 ~ 600 COMBINED SALES TEAM ~ 98 %
REVENUE FROM BUSINESS CUSTOMERS 4 HOW WE WIN: GO - TO - MARKET AN
UNRIVALED ENTERPRISE SALES CAPABILITY 26 Notes: 1 Based on
customers who have purchased training from Skillsoft or Global
Knowledge in the most recent two year period. 2 Consists of
licensed learners. 3 Number countries with learners accessing
Skillsoft content. 4 Business customers include the government.
Source: Sample of customers of combined company.

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Fi nance Q&A 27 A POWERFUL PLATFORM FOR FURTHER M&A CONTENT
Complete full range of learner needs in our prioritized content
areas PLATFORM Enhance our capabilities to drive learner engagement
GO TO MARKET Extend our reach into new customer segments More than
1,000 venture - backed tuck - in acquisition targets with less than
$100M in revenue and a few with over $100M in revenue POSITIONED AS
THE BEST ACQUIRER WITH Strong Balance Sheet • Percipio Platform
Largest Salesforce in the Industry • Customer Base • Committed
Investors

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nance Q&A A UNIQUE OPPORTUNITY FOR SHAREHOLDER VALUE CREATION
AT TRA CTI VE BUSINESS MODEL • Enterprise subscriptions • High
operating leverage • Low capital intensity • Strong free cash flow
conversion BUSINESS AT AN INFLECTION POINT • New leadership team
with clear strategic direction • Investing in Content, Platform and
Go - To - Market • Riding wave of accelerating online migration
WELL - PLACED TO DELIVER ON A BOLD VISION FOR THE FUTURE • Well -
positioned to claim global category leadership • Platform for
organic and acquired growth • Financial flexibility to execute on
ambitious M&A agenda STRONG F OUN DATION 28 • Robust core
business • Healthy balance sheet

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nance Q&A RECAP: WHAT ARE WE BUILDING? WHERE WE PLAY We upskill
the global workforce across three core segments… (Leadership &
Business Skills, Compliance and Technology & Development) …by
providing engaging digital learning & development solutions…
…to enterprise clients globally OUR AMBITION ‘To create a future -
fit workforce skilled and ready for the jobs of tomorrow’ CONTENT
Packages of ‘best of breed’ content to enable compelling learning
journeys 29 PLATFORM An advanced technology driven platform that
delivers seamless and engaging learner experiences GO - TO - MARKET
A world - class enterprise sales capability 01 HOW WE WIN 02 03

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Q&A CONTENT 30

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nance Q&A STRONG FOUNDATION OPPORTUNITIES FOR GROWTH 1 A
comprehensive learning solution 1 Refresh and enrich our core 2
With a proven learning model 2 Add immersive experiences 3
Delivering real world results 3 Extend into new customer segments
31 PACKAGES OF ‘BEST OF BREED’ CONTENT TO ENABLE COMPELLING
LEARNING JOURNEYS

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nance Q&A A COMPREHENSIVE LEARNING SOLUTION, WITH A PROVEN
LEARNING MODEL THAT DELIVERS REAL - WORLD RESULTS A COMPLETE
LEARNING SOLUTION WITH A PROVEN LEARNING MODEL DELIVERING REAL -
WORLD RESULTS Skillsoft has conducted neuroscience research with
MIT to ensure the efficacy of our content Apply what they have
learned 180K+ Content assets in the library, reflecting significant
capital investment $ 100M+ Invested in content since 2017 80% 32
Source: Skillsoft 2019 customer benchmark study.

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nance Q&A ONE OF THE LARGEST CORE LIBRARIES IN THE INDUSTRY 33
No other training company is competitive across all these customer
segme n t s C ons i s t e n t l y recognized as a leader in each of
the customer seg me n t s we serve LEADERSHIP & BUSINESS SKILLS
TECHNOLOGY & DEVELOPMENT COMPLIANCE # 1 G L O B A L L EA D E R
SK I L LS OF T POSITION # 1 # 2 # 2 COMPETITIVE LANDSCAPE AWARDS
SILVER STEVIE ® WINNER Note: Skillsoft market position for self -
paced professional eLearning based on estimates of competitor
revenue and segment revenue allocations.

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nance Q&A SUPPORTING A CONTINUUM OF LEARNING NEEDS MI CROL E
ARNING: BOOKS, SUMMARIES, ARTICLES COURSES, BOOKS, A U DI OB OO KS,
LIVE EVENTS PRACTICE LABS, TEST PREP, BOOTCAMPS CURATED ASPIRE JOU
R NE Y S, CHANNELS MI CROL E ARNING: VIDEOS (1 - 10 MINUTES) 34

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ntrod u cti on S t r a te g y Content Platform Go - To - Market Fi
nance Q&A OUR ORIGINAL CONTENT PROVIDES A UNIQUE ADVANTAGE 35
SKILLSOFT ORIGINAL CONTENT 30 % OF OFFERING 90 % OF CONSUMPTION 35
% OF ACTIVE COURSES PUBLISHED IN THE LAST 18 MONTHS $ 26M ANNUAL
INVESTMENT IN CONTENT LIBRARY Source: Skillsoft company
materials.

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nance Q&A LEVERAGED M&A TO ENHANCE OUR TECH OFFERING
COMBINED CATALOG WILL FEATURE ~28,000 HOURS OF LEARNING… …INCLUDING
MORE THAN 170 IT CERTIFICATIONS FROM LEADING BRANDS Cloud &
Data & AI Virtualization 36 App Dev IT & Security DevOps O
t h e r Note: Illustrative topical coverage by hours - of -
learning

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nance Q&A ENTERPRISES VALUE OUR PROVEN LEARNING MODEL SCIENCE -
DRIVEN LEARNING MODELS… …WITH A CONSISTENT EXPERIENCE • Standard
navigation controls • Integrated quizzes and assessment •
Supporting learning assets, job aids and resources 37 EEG Scan
comparing baseline (instructor - led) to scenario - based

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nance Q&A 80 % APPLICATION RATE of new skills on - the - job in
less than 6 weeks 54 % RELEVANCE to their role in the workplace 19
% GAINS experienced in skills critical to their job 14 %
improvement in productivity 73 % of leaders report positive changes
in staff behavior CUSTOMERS SEEK SOLUTIONS THAT DELIVER REAL
RESULTS SKILLSOFT DELIVERS THE SKILLS REQUIRED FOR THE ROLES OF
TODAY AND TOMORROW DELIVERING BUSINESS IMPACT 8 % i m p ro v e m e
n t in cycle time Sources: Skillsoft Business Impact Benchmark
report; How Skillsoft Moves the Needle report; Towards Maturity
Benchmark Report | Modernizing Learning: Delivering Results. 38

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nance Q&A OUR CONTENT PRIORITIES GOING FORWARD 39 # 1 # 2 # 3
REFRESH AND ENRICH OUR CORE ADD IMMERSIVE EXPERIENCES EXTEND INTO
NEW CUSTOMER SEGMENTS • Refresh cinematic - quality of our core
content • Expand catalog with leading perspectives from best -
selling thought leaders • Deepen coverage with foundational to
expert - level content • Coaching • Social learning • Virtual labs
and classrooms • Experiential learning • Address emerging and
future skills • Develop vertical and functional learning
solutions

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nance Q&A PLATFORM 40

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Fi nance Q&A $75M Invested since platform launch in 2017 2,500
Companies live on the platform 100K Daily active users 9M Badges
issued 4X Increase in learning hours relative to legacy Skillport
platform SKILLSOFT PERCIPIO BY THE NUMBERS 6 Industry awards
Source: Skillsoft company materials. 41

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Fi nance Q&A A MODERN TECHNOLOGY PLATFORM THAT DELIVERS
ENGAGING LEARNER EXPERIENCES 42 STRONG FOUNDATION OPPORTUNITIES FOR
GROWTH 1 A deeply engaging platform for learners 1 Complete
integrations and features required for migrations 2 Strong
enterprise capabilities 2 Enrich and enhance skills growth
capabilities 3 Integrates seamlessly with enterprise ecosystems 3
Enable rapid innovation and expansion into new customer
segments

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Fi nance Q&A • AI - driven personalization • Recognition /
social badging • Learning in the flow of work • Motivation and
goals • Mobile and voice AN ENGAGING PLATFORM FOR LEARNERS 43

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Fi nance Q&A • Configurability around multiple
audiences/domains • Compliance integration • Assignments &
assessments • Reporting & dashboard • Security & data
privacy • Enterprise branding 44 SUPPORTING ENTERPRISE NEEDS OF
MANAGEMENT, SECURITY AND ANALYTICS

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Fi nance Q&A CAPABILITY TO INTEGRATE SEAMLESSLY WITH THE
ENTERPRISE ECOSYSTEM CUSTOM CONTENT SUPPORTED WITHIN PLATFORM
Upload package(s) Upload single file(s) External link CONTENT FROM
FREE AND PAID PROVIDERS LEARNING MANAGEMENT SYSTEMS AND PLATFORMS
BASE COLLECTIONS SPECIALIZED COLLECTIONS SUPPORTED WITHIN PLATFORM
INSTRUCTOR LED TRAINING ENABLE ENTERPRISES TO MANAGE THEIR OWN
INSTRUCTOR - LED CURRICULUM 45

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Fi nance Q&A PERCIPIO CAPABILITIES AND I N T E GRA T IO N S A
BEST OF BREED PLATFORM E X A MPL E S CORE BUSINESS DRIVER CORE
CAPABILITIES LMS • Regulatory Compliance • Mission critical
learning • Complex curriculums • High - volume reporting • Extended
enterprise • Management capabilities • Enterprise integrations LXP
• Self - directed development • Skills building • Content
aggregation • Discovery • Curation • Personalization •
Recommendations CONTENT SOLU T IONS • Off - the - shelf Learning
content for business needs • Content delivery • Discovery •
Curation • Reporting 46

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Fi nance Q&A OUR PLATFORM PRIORITIES GOING FORWARD 47 # 1 # 2 #
3 COMPLETE INTEGRATIONS AND FEATURES REQUIRED FOR MIGRATIONS ENRICH
AND ENHANCE SKILLS GROWTH CAPABILITIES ENABLE RAPID INNOVATION AND
EXPANSION INTO NEW CUSTOMER SEGMENTS • Remaining LMS integrations •
Advanced reporting features • Additional languages • Role - based
journeys • Skills assessments complemented with targeted AI
recommendations • Open APIs to allow new content and platform
integrations • Enriched learning experiences such as AR/VR and
access through consumer devices (Apple TV, Alexa, etc.)

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Fi nance Q&A GO - TO - MARKET 48

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Fi nance Q&A A WORLD - CLASS GO - TO - MARKET CAPABILITY 49
STRONG FOUNDATION OPPORTUNITIES FOR GROWTH 1 Delivering a highly
differentiated proposition… 1 Complete migration to Percipio 2 …to
a large and varied customer base… 2 Upsell / cross - sell
additional product lines 3 …with the industry’s most capable GTM
strategy 3 Accelerate customer acquisition

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Fi nance Q&A WHERE WE PLAY: UPSKILLING THE GLOBAL WORKFORCE
ACROSS THREE CUSTOMER SEGMENTS LEADERSHIP & BUSINESS SKILLS
TECHNOLOGY & DEVELOPMENT COMPLIANCE # 1 G L OBAL L EA D ER
CUSTOMER VALUE PROP O S I T I O N Enable leaders and organizations
to thrive in a digital world Stay ahead of rapid technology changes
Foster a sustainable, safe, respectful and inclusive work
environment ROLE IN SK I L LS OFT ’S PORTFOLIO Strategic hook into
enterprise agenda Major customer and growth opportunity Supports
customer retention SK I L LS OF T POSITION # 1 # 2 # 2 CO M PETI T
I V E LANDSCAPE 50 Note: Skillsoft market position for self - paced
professional eLearning based on estimates of competitor revenue and
segment revenue allocations.

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Fi nance Q&A ~ 70 % OF FORTUNE 1000 1 ~ 45 M LEARNERS WORLDWIDE
2 160 + COUNTRIES WORLDWIDE 3 ~ 98 % REVENUE FROM BUSINESS
CUSTOMERS 4 UNRIVALED CUSTOMER BASE 51 Notes: 1 Based on customers
who have purchased training from Skillsoft or Global Knowledge in
the most recent two year period. 2 Consists of licensed learners. 3
Number countries with learners accessing Skillsoft content. 4
Business customers include the government. Source: Sample of
customers of combined company.

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Fi nance Q&A GLOBAL COV E RAGE SMB – E N T E RPR ISE GOVERNMENT
& COMMERCIAL DED I CATED ‘LINE OF BUSINESS’ SELLERS DEDICATED
ACQ UIS I T I ON TEAM 52 WORLD - CLASS SALES TEAM AND COORDINATED
GTM 600 PERSON COMBINED SALES TEAM COVERING ENTERPRISES ALL AROUND
THE GLOBE

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Fi nance Q&A 53 A UNIQUE OPPORTUNITY AND ABILITY TO CROSS -
SELL Note: 1 Covers Q4FY2017 through Q4FY2021E. CROSS - SELL:
Growing share of customers buying 2 - 3 products RETENTION: 22
percentage point higher dollar retention rate among customers
purchasing 3 products 1 Dollar Retention Rate 3 Products 0% 25% 50%
Annual Recurring Revenue Distribution by Number of Products
Purchased 100% 1 Product 75% 2 Products % of Total Annual Recurring
Revenue Fiscal Quarter C ros s - s e l l targets 1 Product 2
Products 3 Products 9 1 % 1 00 % 78%

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Fi nance Q&A A POWERFUL GROWTH ENGINE 54 NEW CUSTOMER ACQU
ISITION MODEL BRAND Serve as the trusted partner for enterprises as
they build the workforce of the future. ACQUISITION SALES MODEL
Utilize a dedicated salesforce that speaks to buyers across
multiple product lines. ROUTES TO MARKET Expand strategic alliances
and channel partnerships to extend reach. SOPHISTICATED MARKETING
ENGINE Leverage data and segmentation to inform targeting and drive
demand. ~ 30 % Targeted YoY increase in Sales Qualified Leads ~ 30
New acquisition sellers in FY2022

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Finance Q&A FINANCE 55

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Fi nance Q&A ATTRACTIVE FINANCIAL PROFILE 56 # 1 NEW SKILLSOFT
POSITIONED FOR PROFITABLE GROWTH # 2 HIGH LEVEL OF SUBSCRIPTION
REVENUE WITH STRONG REVENUE PREDICTABILITY # 3 OPERATING LEVERAGE
SUPPORTS FUTURE MARGIN EXPANSION # 4 HIGH CASH FLOW CONVERSION
PROVIDES FINANCIAL FLEXIBILITY AND SUPPORTS REINVESTMENT IN THE
BUSINESS # 5 ATTRACTIVE CAPITAL STRUCTURE PROVIDES STRATEGIC
FLEXIBILITY

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Finance Q&A POSITIONED FOR GROWTH: PERCIPIO MIGRATION SUPPORTS
IMPROVED REVENUE RETENTION AND MORE NEW BUSINESS Note: Dual
Deployment (DD) reflects customers who are paying for Percipio and
Skillport platforms. Percipio reflects customers who are only
paying for Percipio products. Legacy platform Skillport reflects
customers who are only paying for legacy platform Skillport.
Information shown reflects FYE January 31st financials (e.g., FYE
1/31/22 shown for CY2021E). Dollar Retention Rate (“DRR”)
represents subscription renewals, upgrades, churn, and downgrades
in a period divided by the total renewable base for such customers
for such period. DRR does not include new business from new
customers. PERCIPIO VS. LEGACY PLATFORM SKILLPORT PERFORMANCE
COMPARISON ($M except percentages) 1 00 % 3 2 % 55 % 13% CY2019A C
Y 20 2 0 E CY2021E CY2022E 9 4 % 1 00 % 96 - 102% 97 - 103% 111% 1
0 1% 96 - 102% – 84% 75% 69 - 75% – $10 $15 $22 - $30 Dual
Deployment of Percipio & Skillport Legacy Platform Skillport
Annual Recurring Revenue (Excl. SumTotal) 57 Percipio DRR (1) Dual
Deployment DRR (1) Skillport DRR (1) Percipio & DD New Business
OI $ 328 $ 31 0 - $315 $ 31 5 - $325 $ 3 4 0 - $360 ~ 25% ~ 51% ~
24% ~ 9% ~ 31% ~ 5 9 %

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Finance Q&A 58 POSITIONED FOR GROWTH: GLOBAL KNOWLEDGE HAS
STABILIZED WITH IMPROVED PRODUCT MIX Notes: 1 Information shown
reflects FYE January 31st financials (e.g., FYE 1/31/21E shown for
CY2020E). 2 Order intake represents contracted sales commitments
for the forward 12 - month period. 3 Based on estimated change in
total Classroom Training and Other revenue from CY2019A to CY2020E
(FYE January 31st financials). Global Knowledge revenue reflects
Gross Revenue. • COVID - 19 negatively impacted classroom revenue
by ~$115M 3 offset by ~$35M increase from growth in virtual and on
- demand offerings • Shift from classroom to virtual driving margin
improvement • Order intake has stabilized and is expected to grow
post - COVID GLOBAL KNOWLEDGE SEQUENTIAL ORDER INTAKE PROGRESSION 1
($M) Global Knowledge Quarterly Order Intake 2 O n - Demand
Classroom Training & Other V ir tua l $6 $4 $5 $7 $5 $ 1 9 $30
$ 37 $ 36 $ 37 $ 39 $ 21 $6 $ 1 2 $ 11 Q4 CY2019 Q1 CY2020 Q2
CY2020 Q3 CY2020 Q4 CY2020E $64 $ 5 5 $4 8 $ 5 3 $ 5 5

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Finance Q&A 59 BUSINESS TRACKING ABOVE PRIOR ESTIMATES Note: 1
CY2020E reflects preliminary estimates, which are subject to
change. CY2020E reflects 1/31/21E financials for Skillsoft and
12/31/20E for Global Knowledge. CY2020E 1 ($M) ESTIMATE AT
ANNOUNCEMENT REVISED ESTIMATE ANNUAL RECURRING REVENUE (SKILLSOFT
CONTENT) $ 300 - $ 310 $ 310 - $315 ORDER INTAKE $ 625 - $ 650 $
669 ADJUSTED GROSS REVENUE $ 650 - $ 680 $ 686 - $ 691 ADJUSTED
EBITDA $ 145 - $ 165 $ 158 - $ 163

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Finance Q&A 60 NEW SKILLSOFT POSITIONED FOR GROWTH Note:
Product level view of Order Intake / Revenue for Skillsoft Content
and SumTotal. Reconciliation of non - GAAP financial measures
provided in appendix. 1 CY2019A reflects 1/31/20A financials for
Skillsoft and 9/27/19A for Global Knowledge. 2 CY2020E reflects
preliminary estimates, which are subject to change - 1/31/21E
financials for Skillsoft and 12/31/20E for Global Knowledge. 3
Reflects FYE January 31st financials (e.g., FYE 1/31/22E shown for
CY2021E). CY2021E includes $15M of estimated cost synergies;
CY2022E includes $25M of estimated cost synergies. 4 Global
Knowledge revenue reflects Gross Revenue. ( $ M) ORDER IN T A K E
$777 CY 2019A 1 $669 CY 2020E 2 $660 - $690 CY 2021E 3 $710 - $760
CY 2022E 3 • Order intake o Percipio migration - > retention
improvement o Sales realignment: focus on new business o GK
stabilization o Cross - sell driving new revenue and retention •
High single digit order intake growth in 2022 approaching industry
growth rate • 30 - 35% target long - term Adj. EBITDA margin driven
by revenue growth and operating leverage ADJ. GROSS REVENUE (4)
$808 CY 2019A 1 $686 - $691 CY 2020E 2 $645 - $675 CY 2021E 3 $675
- $725 CY 2022E 3 ADJ. EBITDA $219 CY 2019A 1 $158 - $163 CY 2020E
2 $155 - $175 CY 2021E 3 $180 - $220 CY 2022E 3 ADJ. EBITDA MARGIN
27.1 % ~23.5 % 24 - 26 % 26 - 30 %

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Finance Q&A 61 HIGH SUBSCRIPTION REVENUE WITH STRONG
PREDICTABILITY Subscription Revenue Non - subscription Revenue
Notes: 1 CY2020E reflects preliminary estimates, which are subject
to change - 1/31/21E financials for Skillsoft and 12/31/20E for
Global Knowledge. 2 CY2022E reflects FYE January 31st financials
(e.g., FYE 1/31/23E shown for CY2022E). SKILLSOFT ~9% ~91% CY2020E¹
~8% ~92% CY2022E² • Subscription - based business provides
significant visibility and predictability o 91%+ revenue
subscription base at Skillsoft GLOBAL KN O W L E DGE o Recurring
contracts with Fortune 1000 ~95% ~75% customers ~5% CY2020E¹ ~25%
CY2022E² • Global Knowledge transaction - based with long -
standing customer relationships – recent introduction of
subscription offerings COMBINED ~36% ~32% ~64% ~68% CY2020E¹
CY2022E²

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Finance Q&A 62 OPERATING LEVERAGE AND HIGH CASH FLOW CONVERSION
PROVIDE FINANCIAL FLEXIBILITY AND SUPPORT REINVESTMENT ILLUSTRATIVE
CY2022E FREE CASH FLOW BRIDGE ($M; Cash Flow items shown as % of
Adj. EBITDA) • High cash conversion of 70%+ supports growth • Low
capital expenditure requirements (~3% of revenue) • Interest
expense assumes $650M of debt, with term loans at L + 500 •
Corporate structure allows for favorable low teens cash tax rate •
Order Intake growth will drive positive net working capital $180 -
$220 $ 1 25 - $ 1 55 ~14 - 18% ~ 9 - 1 0% ~10 - 14% ~ 1 5 - 1 0% 0
50 1 0 0 1 5 0 2 00 2 5 0 CY2022E Adj. EBITDA Interest Expense, net
Cash T axes C h an g e in Net Working Capital CY2022E Levered Free
Cash Flow Note: Reflects FYE January 31st financials (e.g., FYE
1/31/23E shown for CY2022E). 1 Includes Services and Other
Investments related to Percipio migration equal to ~1% of Adj.
EBITDA; not expected beyond CY2022E. Capital Expenditures 1

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Finance Q&A ATTRACTIVE CAPITAL STRUCTURE AND PARTNER SUPPORT
PROVIDE STRATEGIC FLEXIBILITY N o t e s: 1 Reflects FYE 1/31/23E
Adj. EBITDA midpoint. 2 Pro forma for Churchill transactions with
Skillsoft and Global Knowledge; assumes no redemptions. 3 PIPE
subject to certain conditions; $400M second step investment by
Prosus subject to CFIUS approval. Source: Churchill estimates,
management estimates, S - 4. Excludes equity issued to management
and advisors in connection with the consummation of the
contemplated transaction, including equity issued under Churchill's
management incentive compensation plan. CHURCHILL CAPITAL
ILLUSTRATIVE CAPITAL STRUCTURE ASSUMES NO REDEMPTIONS AND
COMPLETION OF $400M SECOND STEP INVESTMENT BY PROSUS ($M) CASH 2, 3
$ 535 TOTAL DEBT 2 $ 650 NET DEBT $ 115 DEBT / CY2022E ADJ. EBITDA
1 (GROSS / NET) 3.3X/0.6X COMMITTED INVESTOR BASE 63

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Fi nance Q&A ILLUSTRATIVE TIMELINE TO CLOSE EVENT S - 4
EFFECTIVE DATE AND PROXY MAILING STOCKHOLDER REDEMPTION DATE
STOCKHOLDER APPROVAL AND TRANSACTION CLOSE EXPECTED DATE APRIL MAY
MAY Note: For illustrative purposes only; timing subject to change.
64

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Fi nance Q&A Q&A 65

AP
P ENDIX 66

FINANCIAL OVERVIEW ($M) Note: CY2020E reflects preliminary
estimates, which are subject to change. CY2020E decline primarily
due to decline in classroom revenue at Global Knowledge as a result
of COVID - 19, customer churn from Skillsoft legacy platform, and
other impacts mainly attributable to COVID - 19. Product level view
of Order Intake / Revenue for Skillsoft Content and SumTotal.
Reconciliation of non - GAAP financial measures provided in
appendix. 1 CY2019A reflects 1/31/20A financials for Skillsoft and
9/27/19A for Global Knowledge. 2 LTM 10/31/20A reflects 10/31/20A
financials for Skillsoft and 10/2/20A for Global Knowledge. 3
CY2020E reflects 1/31/21E financials for Skillsoft and 12/31/20E
for Global Knowledge. 4 Reflects FYE January 31st financials (e.g.,
FYE 1/31/22E shown for CY2021E). CY2021E includes $15M of estimated
cost synergies; CY2022E includes $25M of estimated cost synergies.
5 Skillsoft Content includes ~$15M of order intake / revenue from
services in CY2020E. 6 Other order intake / revenue within the
Global Knowledge Classroom Training and Other line item is ~$20M in
CY2020E. 7 Combined adjusted net income calculated as adjusted
EBITDA minus estimated depreciation expense minus estimated
interest expense minus estimated adjusted taxes at cash tax rate;
combined adjusted net income excludes purchase price amortization
and all other items excluded from adjusted EBITDA. 2019 A 1 LT M 10
/ 31 / 20 A 2 2020 E 3 2021 E 4 2022 E 4 Estimate at A n n o u n c
e m e n t : $625 - $650 Estimate at Announcement: $650 - $680
Estimate at A n n o u n c e m e n t : $145 - $165 Expect to finish
toward the upper end of CY2020E ranges C Y 201 9 A 1 LTM 10/31/20A
2 CY2020E 3 CY2021E 4 CY2022E 4 Skillsoft Order Intake: Content
$347 $341 $334 5 SumTotal 138 126 124 Total Skillsoft Order Intake
$485 $467 $458 $435 - $450 $465 - $495 Global Knowledge Order
Intake: Classroom and All Other $175 $93 $62 6 Virtual and On -
Demand 116 132 148 Total Global Knowledge Order Intake $291 $225
$211 $225 - $240 $245 - $265 Combined Order Intake $777 $692 $669
$660 - $690 $710 - $760 Skillsoft Adj. Revenue: Content $363 $347 5
$340 - $345 SumTotal 152 136 125 - 130 Total Skillsoft Adj. Revenue
$514 $483 $470 - $475 $430 - $445 $440 - $470 Global Knowledge Adj.
Revenue: Classroom and All Other $182 $105 $69 6 Virtual and On -
Demand 112 133 147 Total Global Knowledge Adj. Gross Revenue $294
$237 $216 $215 - $230 $235 - $255 Reseller Fees ( 34 ) (29) ( 27 )
(25) - (30) (25) - (30) Total Global Knowledge Adj. Net Revenue
$260 $209 $190 $190 - $200 $210 - $225 Combined Adj. Gross Revenue
$808 $721 $686 - $691 $645 - $675 $675 - $725 Combined Adj. Net
Revenue $774 $692 $660 - $665 $620 - $645 $650 - $695 Skillsoft
Adj. EBITDA $185 $157 $140 - $145 Global Knowledge Adj. EBITDA 35
23 18 Combined Adj. EBITDA $219 $180 $158 - $163 $155 - $175 $180 -
$220 Combined Adj. Net Income 7 $90 - $105 $110 - $145 67

HISTORICAL QUARTERLY FINANCIAL PERFORMANCE ($M) COMM ENT A R Y Q 1
A Q 4 E Skillsoft Order Intake: Content SumTotal $347 138 $39 32
$59 24 $74 28 $164 $334 40 124 Total Skillsoft Order Intake $485
$71 $82 $102 $203 $458 Global Knowledge Order Intake: Classroom and
All Other $175 Virtual and On - Demand 116 $33 26 $6 42 $12 38 $12
43 $62 148 Total Global Knowledge Order Intake $291 $59 $47 $50 $54
$211 Combined Order Intake $777 $129 $130 $152 $258 $669 Skillsoft
Adj. Revenue: Content $363 $85 $86 $87 $82 - $87 $340 - $345
SumTotal 152 33 32 31 28 - 33 125 - 130 Total Skillsoft Adj.
Revenue $514 $118 $118 $119 $115 - $120 $470 - $475 Global
Knowledge Adj. Revenue: Classroom and All Other $182 $35 $9 $12 $12
$69 Virtual and On - Demand 112 26 43 34 45 14 7 Total Global
Knowledge Adj. Gross Revenue $294 $61 $53 $46 $57 $216 Reseller
Fees (34) ( 7 ) ( 6 ) ( 6 ) ( 8 ) ( 27 ) Total Global Knowledge
Adj. Net Revenue $260 $54 $47 $40 $49 $190 Combined Adj. Gross
Revenue $808 $179 $171 $165 $172 - $177 $686 - $691 Combined Adj.
Net Revenue $774 $172 $165 $158 $164 - $169 $660 - $665 Skillsoft
Adj. EBITDA $185 $37 $37 $45 $20 - $25 $140 - $145 Global Knowledge
Adj. EBITDA 35 4 6 2 6 18 Combined Adj. EBITDA $219 $41 $44 $47 $26
- $31 $158 - $163 • Expect to finish toward the upper end of CY20
ranges • Current full year estimates above guidance provided in
Investor Presentation • CY20 adversely impacted by: – COVID
dislocation o Long - term benefit given acceleration of Global
Knowledge’s transition from in - classroom training to digital
offerings – Churn from Legacy Skillport Platform • High level of
visibility into forward - looking estimates • Majority of order
intake generated in second half of each year • Significant shift
from legacy Classroom Training to Digital Offerings at Global
Knowledge Note: CY2020E reflects preliminary estimates, which are
subject to change. Product level view of Order Intake / Revenue for
Skillsoft Content and SumTotal. Reconciliation of non - GAAP
financial measures provided in appendix. 1 CY2019A reflects year
ended 1/31/20A financials for Skillsoft and year ended 9/27/19A for
Global Knowledge. 2 CY2020E reflects year ended 1/31/21E financials
for Skillsoft and year ended 12/31/20E for Global Knowledge. C Y 19
A 1 2 Calendar Year 2020 2 CY20E Calendar Year 2020 2 Q2A Q3A 68
CY2019A 1 CY2020E 2

KEY
PERFORMANCE METRICS ($M) 69 Note: CY2020E reflects preliminary
estimates, which are subject to change. 1 CY2019A reflects year
ended 1/31/20A financials for Skillsoft and year ended 9/27/19A for
Global Knowledge. 2 CY2020E reflects year ended 1/31/21E financials
for Skillsoft and year ended 12/31/20E for Global Knowledge.
CY2019A Calendar Year 2020 Q1A Q2A Q 3 A Q4E Skillsoft Annualized
Recurring Revenue (ARR): Percipio $42 $47 $51 $57 $74 - $75 $74 -
$75 Dual Deployment 103 118 154 168 158 - 160 158 - 160 Skillport
18 1 161 126 105 78 - 80 78 - 80 Total Skillsoft Content ARR $327
$327 $331 $329 $310 - $315 $310 - $315 Skillsoft SumTotal ARR $111
$107 $101 $101 $98 - $100 $98 - $100 Skillsoft Dollar Retention
Rate (DRR): Percipio 94% 100% 102% 100% 102% 100% Dual Deployment
111% 97% 102% 105% 101% 101% Skillport 84% 77% 68% 83% 74% 75%
Total Skillsoft Content DRR 92% 88% 88% 96% 94% 93% Skillsoft
SumTotal DRR 94% 96% 79% 99% 93% 92% Skillsoft Content Order
Intake: Percipio $32 $10 $10 $11 $32 $64 Dual Deployment 116 13 27
36 98 174 Skillport 18 5 14 18 22 27 8 1 Total Skillsoft Content
Subscription Order Intake $333 $37 $55 $69 $157 $318 Services &
One - Time Order Intake 1 4 2 3 4 7 1 6 Total Skillsoft Content
Order Intake $347 $39 $59 $74 $164 $334 Skillsoft SumTotal Order
Intake: Skillsoft SumTotal Subscription Order Intake $111 $27 $20
$22 $33 $101 Services & One - Time Order Intake 2 7 5 4 6 7 2 3
Total Skillsoft SumTotal Order Intake $138 $32 $24 $28 $40 $124
Global Knowledge Annualized Recurring Revenue (ARR) $9 $10 $4 $13
$12 $12 Global Knowledge Order Intake $291 $59 $47 $50 $54 $211 1 2
2 CY2020E

TRANSACTION SUMMARY ($M) PF EQUITY OWNERSHIP OWNERSHIP INC.
REVESTED • The sponsor will agree to a portion of promote unvesting
and revesting at $12.50 • Substantial value will be created for
investors before Churchill’s sponsor receives all Founder shares
DAY 1 OWNERSHIP 1 PROMOTE 1 Shareholders Sha r es % Sha r es %
Churchill SPAC 8 1 .9 2 5 0 . 1% 86.3 5 1 . 4% Skillsoft S/H 2 8. 5
17 . 4% 2 8. 5 17 . 0% Common Equity PIPE Investors 7 53.0 3 2 . 4%
53.0 3 1 .6 % Total Shares Outstanding 1 63. 4 100 . 0% 1 6 7 . 8
100 . 0% ILLUSTRATIVE CAPITAL STRUCTURE PRE - RESTRUCTURING POST -
RESTRUCTURING 6 Cash – $ 5 35 7 Total Old Debt $ 2 ,36 3 8 New Debt
Take Back Debt $ 610 A/R Facility – 40 Total Debt $ 2 ,363 $ 650
Net Debt M etr i c 2 ,363 115 CY2022E Adj.EBITDA 5 $ 20 0 11.8x /
11.8x 3.3x / 0.6x Interest Expense Interest Coverage $1 6 3 8 1 . 2
x $53 3.8x ILLUSTRATIVE SOURCES AND USES SOURCES $ % Churchill Cash
(IPO) 3 700 42 . 0% Issue Equity to Skillsoft S/H 2 8 5 17 . 1%
Common Equity PIPE Cash 7 530 3 1 .8 % Cash on Skillsoft & GK
Balance Sheet 61 3. 7% Take Back Debt 4 90 5. 4% Total Sources $ 1
,66 6 100 . 0% USES $ % Cash Paid to Skillsoft S/H 5 05 3 0 . 3 %
Issue Equity to Skillsoft S/H 2 8 5 17 . 1% Cash Paid to GK Lenders
172 10 . 3 % Take Back Debt 4 90 5. 4% Transaction Fees 80 4 .8 %
Cash to Balance Sheet 7 535 3 2 . 1% Total Uses $ 1 ,66 6 100 . 0%
Notes: 1 Excludes warrants and management equity. 2 Net of 25%
Founders shares subject to re - vesting at $12.50 share price. 3
$700M available cash in Churchill Capital; assumes $10M of interest
from cash held in trust. 4 $20M for Skillsoft lenders and $70M for
Global Knowledge lenders. 5 Reflects FYE 1/31/23E Adj. EBITDA
midpoint. 6 Pro forma for Churchill transactions with Skillsoft and
Global Knowledge; assumes no redemptions. 7 PIPE subject to certain
conditions; $400M second step investment by Prosus subject to CFIUS
approval. 8 Illustrative combined total debt and interest expense
based on previous capital structures. Source: Churchill estimates,
management estimates, S - 4. Excludes equity issued to management
and advisors in connection with the consummation of the
contemplated transaction, including equity issued under Churchill's
management incentive compensation plan. 70

SUMMARY OF SHARES OUTSTANDING AT VARIOUS PRICES (SHARES IN M) 71
Notes: Shares and warrants net for Treasury Stock Method (“TSM”).
Excludes equity issued to management and advisors in connection
with the consummation of the contemplated transaction, including
equity issued under Churchill's management incentive compensation
plan. 1. Public shares including public warrants (on a TSM basis)
as % of total shares outstanding / public shares excluding public
warrants (on a TSM basis) as % of total shares outstanding. 2. PIPE
subject to certain conditions; $400M second step investment by
Prosus subject to CFIUS approval. 3. Includes 1.5M warrants payable
to Churchill sponsor for loan to Churchill at Churchill sponsor’s
option. Share Price Public IPO Shares Total Shares O u t s t a nd i
n g Public Shares as % of Shares Outstanding (Incl / Excl Public
Warrants) (1) $10 . 0 0 69 . 0 163 . 4 42.2% / 42.2% $12 . 0 0 70 .
0 166 . 0 42.1% / 41.6% $14.00 73.1 178 . 8 40.9% / 38.6% • $16.00
75.5 185 . 2 40.8% / 37.3% • • $18.00 77.3 190 . 1 40.7% / 36.3% •
$20.00 77.3 191 . 6 40.4% / 36.0% COMMENTARY Shares: • Includes
69.0M public IPO shares • Includes 17.25M founder shares • 4.3M
founder shares (25%) re - vest if the share price exceeds $12.50
per share • Includes 28.5M shares issued to Skillsoft shareholders
• Includes 53.0M shares issued to PIPE investors (2) Warrants:
Includes 23.0M public warrants issued in connection with the IPO •
Strike price of $11.50 / share and forced redemption price of
$18.00 / share Includes 17.3M private placement warrants purchased
or acquired by the sponsor (3) • $11.50 strike price; no forced
redemption Includes 16.7M warrants issued to PIPE investors at
substantively identical terms as the public warrants Includes 5.0M
warrants issued as consideration for Global Knowledge transaction •
$11.50 strike price; no forced redemption

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION (S - 4) ($M) 72 Source: S - 4 * Amounts for the year
ended December 31, 2019 combine the historical (1) audited
financial statements of Churchill as of December 31, 2019 and for
the period from April 11, 2019 (inception) through December 31,
2019, (2) audited consolidated financial statements of Predecessor
Skillsoft as of and for the year ended January 31, 2020 and (3)
audited consolidated financial statements of Global Knowledge as of
and for the year ended September 27, 2019. Amounts for the nine
months ended September 30, 2020 combine the (1) unaudited financial
statements of Churchill as of and for the nine months ended
September 30, 2020, (2) unaudited consolidated financial statements
of Successor Skillsoft as of October 31, 2020 and for the period
from August 28, 2020 to October 31, 2020, the unaudited
consolidated financial statements of Predecessor Skillsoft for the
period from February 1, 2020 to August 27, 2020 and (3) unaudited
statement of operations of Global Knowledge for the nine months
ended October 2, 2020, which was derived from the audited twelve
months ended October 2, 2020 less the unaudited three months ended
January 3, 2020. 1 Pro forma Combined Revenue includes the
historical revenue of Churchill, Skillsoft and Global Knowledge,
and related pro forma adjustments as referred to within the section
“Unaudited Pro Forma Condensed Combined Financial Information” in
the S - 4. 2 Skillsoft Adjusted Revenue reflects GAAP revenue
excluding (i) impact of fresh - start reporting and purchase
accounting and (ii) one - time impact of the deconsolidation of
Canada. 3 Combined Adjusted Revenue includes the historical revenue
of Churchill, Skillsoft and Global Knowledge, and excludes the
impact of pro forma adjustments as referred to within the section
“Unaudited Pro Forma Condensed Combined Financial Information” in
the S - 4. 4 Pro forma combined net (loss) income includes the
historical results of Churchill, Skillsoft and Global Knowledge,
and related pro forma adjustments as referred to within the section
“Unaudited Pro Forma Condensed Combined Financial Information” in
the S - 4. 5 The adjustment for the year end December 31, 2019 is
primarily due to interest expense and goodwill impairment. The
adjustment for the nine months ended September 30, 2020 is
primarily related to Skillsoft reorganization gain, offset by
Skillsoft goodwill impairment. Refer to pages 146 and 196 in the S
- 4 for additional detail for Skillsoft and Global Knowledge,
respectively. 6 Pro forma combined EBITDA includes the historical
results of Churchill, Skillsoft, and Global Knowledge, and related
pro forma adjustments as referred to within the section “Unaudited
Pro Forma Condensed Combined Financial Information” in the S - 4.
EBITDA represents net (loss) income plus or minus net interest,
plus provision for income taxes, depreciation, amortization, and
impact of the re - organization gain as a result of fresh - start
reporting as they relate to Skillsoft’s historical financial
statements. 7 Refer to pages 144 and 196 in the S - 4 for a
description of non - GAAP adjustments. 8 Combined Adjusted EBITDA
includes the historical results of Churchill, Skillsoft and Global
Knowledge, and excludes the impact of pro forma adjustments as
referred to within the section “Unaudited Pro Forma Condensed
Combined Financial Information” in the S - 4. Savings expected from
cost and operating synergies are not reflected in the Combined
Adjusted EBITDA. Adjusted EBITDA represents EBITDA plus primarily
non - cash items and non - recurring items that we consider useful
to exclude in assessing our operating performance (e.g., stock -
based compensation expense, restructuring charges, retention costs,
recapitalization and transaction - related costs, net foreign
currency impact and other net gains and losses, certain impacts of
fresh - start and purchase accounting, and one - time impact of the
deconsolidation of Canada). FYE 12/31/19* Nine Months Ended
9/30/20* Total pro forma combined revenue (1) $646 $489 Reversal of
pro forma adjustments: Skillsoft fresh - start reporting 121 ( 39 )
Global Know ledge purchase accounting 6 -- Elimination of inter -
company revenues 1 1 Plus impact of Skillsoft reorganization,
primarily related to deferred revenue -- 44 Combined Adjusted
revenue (3) $774 $496 Skillsoft Adjusted Revenue (2) $514 $355
Global Know ledge historical revenue 260 140 Combined Adjusted
revenue (3) $774 $496 Total pro forma combined net (loss) income
(4) ( $703 ) $2 , 75 5 Reversal of pro forma adjustments: ( 339 ) (
86 ) Adjustments based on historical financial statements: (5) 1 ,
03 7 ( 2 , 562 ) Pro forma combined EBITDA (6) ( $6 ) $107 Reversal
of Churchill purchase accounting, as reflected in pro forma 21 ( 0
) Reversal of Skillsoft fresh - start reporting, as reflected in
pro forma 111 ( 42 ) Reversal of Skillsoft purchase accounting, as
reflected in pro forma 18 -- Reversal of Global Know ledge purchase
accounting, as reflected in pro forma 16 -- Plus other adjustments
(7) 58 66 Combined Adjusted EBITDA (8) $219 $131

RECONCILIATION OF NON - GAAP FINANCIAL MEASURES (S - 4) ($M) 73
Source: S - 4 1 Calculation pursuant to credit agreement operative
in those periods. 2 Reflects nine months ended 10/31/20A. 3
Reflects nine months ended 10/2/20A. Net income (loss) - GAAP (
$849 ) ( $26 ) ( $876 ) $2 , 72 5 ( $98 ) $2 , 62 7 Interest
expense, net 430 25 455 176 21 197 Provision for income taxes 11 0
11 61 0 61 Depreciation and amortization 106 23 130 58 11 68
Impairment of goodw ill and intangible assets 441 -- 441 332 67 400
Impact of fresh - start and purchase accounting -- -- -- ( 3 , 288
) -- ( 3 , 288 ) EBITDA $138 $23 $161 $64 $2 $66 Non - recurring
retention and consulting costs 10 0 10 14 2 16 Recapitalization and
transaction - related costs 16 1 18 40 3 43 Restructuring and
contract terminations 3 5 8 1 5 6 Integration and migration related
6 3 9 4 0 4 Foreign currency and other non - cash expense 11 0 11 (
4 ) 1 ( 3 ) Other add backs 0 2 2 ( 0 ) 0 0 Adjusted EBITDA $185 `
$35 $219 $120 $12 $132 CY2019A Nine Months Ended 9/30/20 Skillsoft
(1) (1/31/20) Global Know ledge (9/27/19) Combined Skillsoft (1, 2)
Global Know ledge (3) Combined Net Revenue $514 $260 $774 $311 $140
$451 Impact of fresh - start and purchase accounting -- -- -- 42 --
42 One - time impact of the deconsolidation of Canada Adjusted Net
Revenue -- $514 ` -- $260 -- $774 3 $355 -- $140 3 $496 Reseller
Fees -- 34 34 -- 19 19 Adjusted Gross Revenue $514 ` $294 $808 $355
$160 $515 Fresh - start accounting reduced deferred revenue amount
on balance sheet

RECONCILIATION OF NON - GAAP FINANCIAL MEASURES (S - 4) ($M)
(CONT’D) 74 Source: S - 4. 1 Calculation pursuant to credit
agreement operative in those periods. Nine Months Ended 10/31/20 (
- ) Nine Months Ended 10/31/19 (+) FYE 1/31/20 = LTM (10/31/20)
Global Know ledge (FYE 10/2/20) Combined LTM Net Revenue $311 $386
$514 $439 $209 $647 Skillsoft (1) Impact of fresh - start and
purchase accounting 42 -- -- 42 -- 42 One - time impact of the
deconsolidation of Canada 3 -- -- 3 -- 3 Adjusted Net Revenue $355
` $386 $514 $483 $209 $692 Reseller Fees -- -- -- -- 29 29 Adjusted
Gross Revenue $355 ` $386 $514 $483 $237 $721 Net income (loss) -
GAAP $2 , 72 5 ( $741 ) ( $849 ) $2 , 61 7 ( $101 ) $2,516 Interest
expense, net 176 320 430 286 27 313 Provision for income taxes 61 8
11 64 0 64 Depreciation and amortization 58 83 106 81 16 97
Impairment of goodw ill and intangible assets 332 439 441 334 67
402 Impact of fresh - start and purchase accounting ( 3 , 288 ) --
-- ( 3 , 288 ) -- ( 3 , 288 ) EBITDA $64 $108 $138 $94 $9 $104 Non
- recurring retention and consulting costs 14 15 10 9 2 12
Recapitalization and transaction - related costs 40 6 16 51 3 53
Restructuring and contract terminations 1 2 3 2 5 7 Integration and
migration related 4 5 6 5 1 6 Foreign currency and other non - cash
expense ( 4 ) 10 11 ( 4 ) 1 ( 3 ) Other add backs ( 0 ) 0 0 ( 0 ) 1
1 Adjusted EBITDA $120 ` $147 $185 $157 $23 $180 Restructuring
reduced debt by $1.5B+, saving $100M+ in annual cash interest
expense Historical financials don’t include any cost saving
initiatives that Company has undertaken or synergies

SUMTOTAL: A COMPREHENSIVE LEARNING AND TALENT MANAGEMENT SYSTEM 75
LEADING PLATFORM COMPREHENSIVE SOLUTION TOP PRIORITIES • Supports
every stage of the employee development lifecycle • Robust, highly
configurable systems and best positioned to address large, complex,
compliance - oriented use cases • Marketplace integrations and
strategic partnerships extend customers’ ecosystems • Chosen
platform for industry leaders in Finance, Insurance,
Pharmaceuticals, Transportation and other complex, compliance heavy
industries • Recruiting • Onboarding • Learning management •
Performance, succession & compensation • Career pathing &
development • Workforce management ATTRACT NEW LOGOS • Leverage
credibility of existing customer base of industry leaders •
Credible testimonials • Recent case studies WIN - BACK CHURNED
CUSTOMERS • Historical churn from legacy platform provides SumTotal
with a customer win back opportunity • Notable upticks in
SumTotal’s NPS score and two critical platform upgrades offer a
compelling return story 3 Of the world’s 10 largest airlines 3 Of
the five largest U.S. life insurance companies 3 Of the largest
U.S. banks 7 Of the world’s largest drug and biotech companies
INDUSTRY LEADERS CHOOSE SUMTOTAL 75

DISCLAIMER 76 IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed merger
transaction involving Churchill II and Skillsoft. Churchill II has
filed a registration statement on Form S - 4 with the SEC, which
includes a proxy statement of Churchill II and a prospectus of
Churchill II, and Churchill II has filed and will file other
documents regarding the proposed transaction with the SEC. A
definitive proxy statement/prospectus will also be sent to the
stockholders of Churchill II and Skillsoft, seeking any required
stockholder approval. Before making any voting or investment
decision, investors and security holders of Churchill II and
Skillsoft are urged to carefully read the entire registration
statement and proxy statement/prospectus and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to these documents, because they contain important
information about the proposed transaction. The documents filed by
Churchill II with t he SEC may be obtained free of charge at the
SEC’s website at www.sec.gov. In addition, the documents filed by
Churchill II m ay be obtained free of charge from Churchill II at
www.churchillcapitalcorp.com. Alternatively, these documents can be
obtained free of charge from Churchill II upon written request to
Churchill Capital Corp II, 640 Fifth Avenue, 12th Floor, New York,
New York 10019, Attn: Secretary, or by calling (212) 380 - 7500.
Churchill II, Skillsoft and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Churchill II, in
favor of the approval of the merger. Information regarding Ch
urchill II’s directors and executive officers is contained in
Churchill II’s Annual Report on Form 10 - K for the year ended
December 31, 2019 and its Quarterly Report on Form 10 - Q for the
quarterly periods ended March 31, 2020, June 30, 2020, and
September 30, 2020 which are filed with the SEC. Additional
information regarding the interests of those participants, the
directors and executive officers of Skillsoft and other persons who
may be deemed participants in the transaction may be obtained by
reading the registration statement and the proxy
statement/prospectus and other relevant documents filed with the
SEC. Free copies of these documents may be obtained as described in
the preceding paragraph. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval, nor shall there be any
sale of any securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
other jurisdiction. FORWARD - LOOKING STATEMENTS; NON - GAAP This
communication contains forward - looking statements within the
meaning of the Private Securities Litigation Reform Act of 199 5
including, but not limited to, Churchill II’s, Skillsoft’s and
Global Knowledge’s expectations or predictions of future fin ancial
or business performance or conditions. Forward - looking statements
are inherently subject to risks, uncertainties and assumptions.
Generally, statements that are not historical facts, including
statements concerning our possible or assumed future actions,
business strategies, events or results of operations, are forward -
looking statements. These statements may be preceded by, followed
by or include the words “believes,” “estimates,” “expects,”
“projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates” or “in te nds” or similar expressions.
Such forward - looking statements involve risks and uncertainties
that may cause actual events, results or performance to differ m
aterially from those indicated by such statements. Certain of these
risks are identified and discussed in Churchill II’s Form 10 - K
for the year ended December 31, 2019 under Risk Factors in Part I,
Item 1A and in the registration statement on Form S - 4 discussed
above. These risk factors will be important to consider in
determining future results and should be reviewed in their
entirety. These forward - looking statements are expressed in good
faith, and Churchill II, Skillsoft and Global Knowledge believe
there is a reasonable basis for them. However, there can be no
assurance that the events, results or trends identified in these
forward - looking statements will occur or be achieved. Forward -
looking statements speak only as of the date they are made, and
none of Churchill II, Skillsoft or Global Knowledge is under any
obligation, and expressly disclaim any obligation, to update, alter
or otherwise revise any forward - looking statement, whether as a
result of new information, future events or otherwise, except as
required by law. Readers should carefully review the statements set
forth in the filings, which Churchill II has filed or will file
from time to time with the SEC. In addition to factors previously
disclosed in Churchill II’s filings with the SEC and those
identified elsewhere in this com munication, the following factors,
among others, could cause actual results to differ materially from
forward - looking statements or historical performance: ability to
meet the closing conditions to the Skillsoft merger, including
approval by stockholders of Churchill II and Skillsoft, and the
Global Knowledge merger on the expected terms and schedule and the
risk that regulatory approvals required for the Skillsoft merger
and the Global Knowledge merger are not obtained or are obtained
subject to conditions that are not anticipated; delay in closing
the Skillsoft merger and the Global Knowledge merger; failure to
realize the benefits expected from the proposed transactions; the
effects of pending and future legislation; risks related to
disruption of management time from ongoing business operations due
to the proposed transactions; business disruption following the
transactions; risks related to the impact of the COVID - 19
pandemic on the financial condition and results of operations of
Churchill II, Skillsoft and Global Knowledge; risks related to
Churchill II’s, Skillsoft’s or Global Knowledge’ s indebtedness;
other consequences associated with mergers, acquisitions and
divestitures and legislative and regulatory actions and reforms;
and risks of demand for, and acceptance of, our products and for
cloud - based technology learning solutions in general; our ability
to compete successfully in competitive markets and changes in the
competitive environment in our industry and the markets in which we
operate; our ability to develop new products; failure of our
information technology infrastructure or any significant breach of
security; future regulatory, judicial and legislative changes in
our industry; the impact of natural disasters, public health
crises, political crises, or other catastrophic events; our ability
to attract and retain key employees and qualified technical and
sales personnel; fluctuations in foreign currency exchange rates;
our ability to protect or obtain intellectual property rights; our
ability to raise additional capital; the impact of our indebtedness
on our financial position and operating flexibility; and our
ability to successfully defend ourselves in legal proceedings. Any
financial projections in this communication are forward - looking
statements that are based on assumptions that are inherently
subject to significant uncertainties and contingencies, many of
which are beyond Churchill II’s, Skillsoft’s and Global Knowl ed
ge’s control. While all projections are necessarily speculative,
Churchill II, Skillsoft and Global Knowledge believe that the
preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that
Churchill II, Skillsoft and Global Knowledge, or their
representatives, considered or consider the projections to be a
reliable prediction of future events. Annualized, pro forma,
projected and estimated numbers are used for illustrative purpose
only, are not forecasts and may not reflect actual results. This
communication is not intended to be all - inclusive or to contain
all the information that a person may desire in considering an
investment in Churchill II and is not intended to form the basis of
an investment decision in Churchill II . All subsequent written and
oral forward - looking statements concerning Churchill II,
Skillsoft and Global Knowledge, the proposed transactions or other
matters and attributable to Churchill II, Skillsoft and Global
Knowledge or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above .
Some financial information in this communication, including
Adjusted EBITDA and Adjusted EBITDA margin projections, have not
bee n prepared in accordance with generally accepted accounting
principles (“GAAP”). Churchill II is unable to provide reconcilia
tions to the most directly comparable GAAP measures without
unreasonable effort due to the uncertainty of the necessary
information for such calculations.