#1ANALYST DAY PRESENTATION February 2021 skillsoft#2Introduction Strategy Content DISCLAIMER Platform Go-To-Market Finance Q&A 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 the SEC may be obtained free of charge at the SEC's website at www.sec.gov. In addition, the documents filed by Churchill II may 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 Churchill 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 1995 including, but not limited to, Churchill II's, Skillsoft's and Global Knowledge's expectations or predictions of future financial 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 "intends" or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially 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 communication, 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 Knowledge'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 been prepared in accordance with generally accepted accounting principles ("GAAP"). Churchill II is unable to provide reconciliations to the most directly comparable GAAP measures without unreasonable effort due to the uncertainty of the necessary information for such calculations. skillsoft 2#3Introduction Strategy CHURCHILL CAPITAL ● MICHAEL KLEIN Chief Executive Officer TODAY'S SPEAKERS Investment banking executive with extensive transaction experience skillsoft Content Platform skillsoft Go-To-Market JEFF TARR Incoming Chief Executive Officer Previously served as CEO of DigitalGlobe, President & COO of IHS and CEO of Hoover's Finance MARK ONISK Chief Content Officer ● 20-year track record in learning content and product management Previous GM of Books 24x7 and VP, Learning Products at Element K Q&A APRATIM PURAKAYASTHA Chief Technology Officer ● ● ● 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 PATRICK MANZO Chief Revenue Officer ● ● Experience leading all phases of revenue operations Public, private and transactional operating experience MICHELLE BOOCKOFF-BAJDEK Chief Marketing Officer ● Global marketing leader passionate about exceptional customer experiences Most recently served as CMO of IBM Watson 3#4Introduction Strategy Content skillsoft Platform AGENDA 01 Introduction 02 Strategy 03 Content 04 Platform 05 Go-to-Market 06 Finance 07 Q&A Go-To-Market Finance Q&A Michael Klein Jeff Tarr Mark Onisk Apratim Purakayastha Patrick Manzo & Michelle Boockoff-Bajdek Jeff Tarr 4#5Introduction Strategy skillsoft Content Platform Go-To-Market Finance Q&A INTRODUCTION 5#6Introduction Strategy WHO WE ARE A unique model, the first GP team focused purely on public equity vehicles OVERVIEW CHURCHILL CAPITAL A track record of acquiring proven, profitable, growing businesses of scale skillsoft Content Platform Go-To-Market Creating value by leveraging the active engagement of high performing Fortune 500 CEOS A competitive edge in global sourcing Finance Q&A A pioneer in public. equity vehicles for scale investments The demonstrated best partner for prospective targets THE CHURCHILL COMPANIES ASSET Vehicle Acquisition Announced Churchill Partner Equity Value Firm Value ►Clarivate™ CHURCHILL CAPITAL I January 2019 Jerre Stead $19B $22B CHURCHILL CAPITAL IV CHURCHILL CAPITAL II skillsoft Raised Jun. 2019 Raised Jul. 2020 $690M $2.07B CHURCHILL CAPITAL V iMultiPlan. CHURCHILL CAPITAL III July 2020 Paul Galant & Bill Veghte $7B¹ $11B(1) CHURCHILL CAPITAL VI CHURCHILL CAPITAL VII Raised Dec. 2020 $500M $40B+ in assets under the Churchill Umbrella Raised Feb. 2021 $552M Raised Feb. 2021 $1.38B Note: 1 Based on value at close Source: FactSet. Market data as of 2/18/21. 6#7Introduction Strategy PURCHASE PRICE SKILLSOFT $1.3B CREATING THE NEW SKILLSOFT GLOBAL KNOWLEDGE $233M skillsoft Content Platform COMBINED VALUATION MULTIPLES (¹) ADJ. REVENUE 2.2× Go-To-Market ADJ. EBITDA 7.6x LEVERED FREE CASH FLOW 5.6x Finance CAPITAL STRUCTURE PIPE 2 $530M NET DEBT OF $115M ADJ. EBITDA 2,3,4 0.6x Q&A OWNERSHIP 2,5 50% 32% Churchill PIPE 17% Skillsoft Share- holders PARTNERS CHURCHILL CAPITAL prosus 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 $12.50 share price. TIMING PROXY FILED / JANUARY 25 EXPECTED CLOSING / 2Q '21 7#8Introduction Strategy Adj. Gross Revenue Content ATTRACTIVE ENTRY VALUE ($ in B) Firm Value / CY2022E Adj. Revenue VALUE CREATION OPPORTUNITY FOR INVESTORS Firm Value / CY2022E Adj. EBITDA BUSINESS PLAN SUPPORTS SIGNIFICANT ADJ. EBITDA GROWTH (Adj. EBITDA; $ in M) Equity Value / CY2022E LFCF skillsoft Platform Implied Skillsoft Firm Value (2) Go-To-Market $158-$163 CY2020 $686-$691 2.2x 7.6x 5.6x Finance skillsoft $1.5 Q&A (1) '20-'22 Adj. EBITDA CAGR 12% 5.3x 15.4x 18.0x Cornerstone $3.7 $155-$175 CY2021 $645-$675 6.1x 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. 17.9x 26.3x ltg learning technologies group $4.3 $180-$220 CY2022 $675-$725 6.7x 148.0x 82.3x PLURALSIGHT $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. 8#9Introduction Strategy ● COMPANY OVERVIEW A global consumer internet group and one of the largest technology investors in the world. INTRODUCTION TO PROSUS GROUP Early investor in global tech leaders, including Tencent and Delivery Hero Content Top 10 GLOBAL CONSUMER INTERNET GROUP skillsoft ● Building leading companies in high growth sectors. ● Platform ● ● Go-To-Market EdTech Food delivery Online classifieds Payments & fintech 1.5B+ USERS GLOBALLY Source: Prosus Group, FactSet February 2021. ● Finance Listed on Euronext Amsterdam (AEX:PRX). ● Europe's largest consumer internet company Included in the EuroStoxx-50 index $200B Q&A MARKET CAPITALIZATION INVESTMENT PHILOSOPHY FOCUSED Thematic, sector- based investing based on deep industry insights u Udemy ACTIVE LEADING EDTECH INVESTOR BRAINLY More than funding. Strong, hands-on support based on internet expertise code cademy ERUDITUS EXECUTIVE EDUCATION prosus LONG-TERM FOCUS Partnering with entrepreneurs over the long term to build sustainable businesses (sometimes for decades) BBYJU'S The Learning App SOLOLEARN 9#10Introduction ● ● . Strategy A STRONG FOUNDATION TO BUILD FROM POWERFUL 'AT SCALE' FOUNDATION Content ● Platform Industry leading content library Strong technology platform Large enterprise customer base Recurring revenue stream WHAT WE NEEDED TO FIX skillsoft Go-To-Market Overleveraged balance sheet Leadership gaps Loss of share in Technology & Development Under-investment in customer acquisition Finance Q&A SIGNIFICANT PROGRESS AND IMPROVEMENTS ● ● ● 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 10#11Introduction ● ● Strategy Former CEO of DigitalGlobe and Hoover's Content skillsoft JEFF TARR TO LEAD THE NEW SKILLSOFT Former President & COO of IHS Platform Go-To-Market Finance IHS DigitalGlobe EXECUTION EXPERIENCE $340 2011A Q&A D&B CAGR 18% Meaningfully Grew DigitalGlobe's Business (Digital Globe's revenue over tenure; $ in M) HOOVERS $900 2017A Source: DigitalGlobe, Maxar Technologies, and IHS filings, public information, and FactSet. BOARD EXPERIENCE ‒‒‒‒ CEB $ ECHOSTAR DSST PUBLIC SCHOOLS History of Creating Value for Shareholders (IHS's revenue over tenure; $ in M) $476 2005A CAGR 18% $1075 2010A 11#12Introduction Strategy skillsoft Content Platform Go-To-Market Finance STRATEGY Q&A 12#13Introduction Strategy Content skillsoft 01 An attractive market opportunity without a clear leader Platform Go-To-Market Finance THE NEW SKILLSOFT Q&A 02 Building a global leader from a strong foundation 03 A powerful platform for further M&A 04 An attractive investment opportunity 13#14Introduction Strategy LARGE MARKET Content TOTAL ADDRESSABLE MARKET GLOBAL PROFESSIONAL ELEARNING¹ $28B AN ATTRACTIVE MARKET OPPORTUNITY U.S. PROFESSIONAL LEARNING² $130B GLOBAL PROFESSIONAL LEARNING² $300B skillsoft Platform Go-To-Market Finance GROWING MARKET Q&A Global Professional eLearning TAM³ forecasted to grow 10% p.a., with market spend growing 13-14% p.a. $28B $9B 2020 +10% p.a. $45B $16B 2025 White space Market Spend4 13-14% p.a. 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 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. Source: Third party consultant market research report. Tyton Partners, Grand View Research. 14#15Introduction 80% 60% 40% Strategy MAJOR CUSTOMER SEGMENTS REMAIN HIGHLY UNDERPENETRATED 20% ROBUST HEADROOM AVAILABLE ACROSS CUSTOMER SEGMENTS WITHIN THE U.S. 0% Content U.S. PROFESSIONAL ELEARNING TOTAL ADDRESSABLE MARKET³, 2021F $ in B 100% Platform Compliance¹ skillsoft Go-To-Market Finance Business Skills Q&A Leadership Addressable Whitespace Market Spend IT Skills Other Content² Notes: 1 Includes generalized Legal Compliance and Employee Health and Safety. 2 Other content contains Sales & Customer Service, Product, and Profession & Industry specific content. Total = $10B ($28B Global) Average penetration is ~30%, yielding market spend of ~$3B Total Addressable Market represents value of the market in which new Skillsoft participates, including unpenetrated portion that can adopt online learning. 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. 15#16Introduction Strategy UUDACITY Content Linked in Learning 360Learning FRAGMENTED MARKET SPACE WITHOUT A CLEAR LEADER NO OTHER CORPORATE DIGITAL LEARNING BUSINESS WITH >$500M OF REVENUE New skillsoft skillsoft Platform BIZ LIBRARY Go-To-Market OpenSesame Finance LIBRARY Udemy u CROSSKNOWLEDGE PLURALSIGHT A Wiley Brand Q&A $500M REVENUE coursera O'REILLYⓇ edx SKILLSOFT IS THE LARGEST PLAYER FOCUSED PRIMARILY ON THE ENTERPRISE 16#17Introduction skillsoft Strategy Content Platform Go-To-Market Finance Q&A OUR AMBITION WE HELP COMPANIES CREATE A FUTURE-FIT WORKFORCE, SKILLED AND READY FOR THE JOBS OF TOMORROW M 17 -Oly -SIX#18Introduction Strategy Content Platform skillsoft Go-To-Market A NEW AND INSPIRING DIRECTION THAT BUILDS ON OUR STRENGTHS We upskill the global workforce across three core segments... (Leadership & Business Skills, Compliance and Technology & Development) Finance 01 CONTENT Packages of 'best of breed' content to enable compelling learning journeys Q&A OUR AMBITION 'To create a future-fit workforce skilled and ready for the jobs of tomorrow' WHERE WE PLAY ...by providing engaging digital learning & development solutions... HOW WE WIN 02 PLATFORM An advanced technology driven platform that delivers seamless and engaging learner experiences ...to enterprise clients globally 03 GO-TO-MARKET A world-class enterprise sales capability 18#19Introduction CUSTOMER VALUE PROPOSITION ROLE IN SKILLSOFT'S PORTFOLIO Strategy SKILLSOFT POSITION COMPETITIVE LANDSCAPE skillsoft WHERE WE PLAY: UPSKILLING THE GLOBAL WORKFORCE ACROSS THREE CUSTOMER SEGMENTS Content Platform LEADERSHIP & BUSINESS SKILLS #1 Enable leaders and organizations to thrive in a digital world Go-To-Market Strategic hook into enterprise agenda Linked in Learning u Udemy HARVARD BUSINESS PUBLISHING Finance Coursera Q&A TECHNOLOGY & DEVELOPMENT Stay ahead of rapid technology changes Major customer and growth opportunity #2 PLURALSIGHT UUDACITY O'REILLYⓇ u Udemy COMPLIANCE Foster a sustainable, safe, respectful and inclusive work environment Supports customer retention #2 SAI GLOBAL NAVEX GLOBAL Note: Skillsoft market position for self-paced professional eLearning based on estimates of competitor revenue and segment revenue allocations. TTRALIANT LRN #1 GLOBAL LEADER 19#20Introduction Strategy Content MARKET OPPORTUNITY (LEADERSHIP & BUSINESS SKILLS) $3.1B 12% ● WHERE WE PLAY: LEADERSHIP & BUSINESS SKILLS OFFER A STRATEGIC HOOK INTO THE ENTERPRISE AGENDA Platform U.S. PROFESSIONAL ELEARNING TAM¹ ESTIMATED GROWTH RATE OF U.S. MARKET SPEND3 MARKET GROWTH DRIVERS Growing skills gaps and need for upskilling/reskilling • Trend towards continuous learning / self-development Importance of Leadership in an uncertain environment Go-To-Market PRIMARY BUYERS CHRO / CLO Finance ● ● ● Q&A REQUIREMENTS Practitioner-level content and below On-demand, with ILT for exec education High touch features (e.g., coaching, etc.) Partnerships with educational institutions ● INFLUENCERS CEO (exec ed) COMPETITIVE POSTION skillsoft 3 Market Spend: Estimated spend on outsourced professional eLearning by organizations. 20% #1 SHARE² ESTIMATED SKILLSOFT POSITION 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 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. 20#21Introduction Strategy MARKET OPPORTUNITY (TECHNOLOGY & DEVELOPMENT) $3.9B 17% ● Content ● WHERE WE PLAY: TECHNOLOGY & DEVELOPMENT IS A TOP PRIORITY FOR OUR CUSTOMERS skillsoft Platform MARKET GROWTH DRIVERS Enduring technology skills shortages Ever-evolving technical standards Shift towards cloud computing U.S. PROFESSIONAL ELEARNING TAM¹ ESTIMATED GROWTH RATE OF U.S. MARKET SPEND³ Go-To-Market PRIMARY BUYERS ● Finance ● ● ● Q&A CIO/CTO (CISO FOR CYBER) REQUIREMENTS Expert-level content and below Vendor-affiliated certification programs INFLUENCERS CHRO/CLO Immersive learning experiences (ILT, bootcamps, virtual labs, etc.) Workflow integration COMPETITIVE POSTION 9% #2 SHARE² ESTIMATED SKILLSOFT POSITION 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. 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. 21#22Introduction Strategy MARKET OPPORTUNITY (COMPLIANCE) $1.7B 14% ● Content ● WHERE WE PLAY: COMPLIANCE IS A KEY CONTRIBUTOR TO CUSTOMER RETENTION AND CROSS-SELL Platform skillsoft MARKET GROWTH DRIVERS Growing regulatory pressures Growing need for data protection and privacy training U.S. PROFESSIONAL ELEARNING TAM¹ ESTIMATED GROWTH RATE OF U.S. MARKET SPEND3 Diversity & Inclusion emerging as a key workplace focus Go-To-Market PRIMARY BUYERS CHRO / CLO Finance ● ● ● Q&A REQUIREMENTS Practitioner-level content and below Vertical-specific certification requirements On-demand training only Integration with HR/Legal compliance systems ● INFLUENCERS COMPLIANCE / LEGAL COMPETITIVE POSTION 6% #2 SHARE² ESTIMATED SKILLSOFT POSITION 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. 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. 22#23Introduction Strategy 22 PERCENTAGE POINT HIGHER DOLLAR RETENTION RATE¹ AMONG CUSTOMERS PURCHASING 3 PRODUCTS VS. 1 skillsoft Content Platform HOW WE WIN: CONTENT BREADTH OF OUR OFFERING WILL DRIVE GROWTH TECHNOLOGY & DEVELOPMENT Go-To-Market COMPLIANCE Note: 1 Covers Q4FY2017 through Q4FY2021E. Finance Q&A LEADERSHIP & BUSINESS SKILLS ● 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 23#24Introduction Strategy Content A COMPLETE LEARNING SOLUTION Platform skillsoft 180K+ Content assets in the library, reflecting significant capital investment HOW WE WIN: CONTENT OUR CONTENT ENABLES COMPELLING LEARNING JOURNEYS $100M+ Invested in content since 2017 Go-To-Market Finance Source: Skillsoft 2019 customer benchmark study. Q&A WITH A PROVEN LEARNING MODEL P Massachusetts Institute of Technology (H) fouanbay Baseline Video ERSP-86. baseline 2000 4000 6000 8000 Scenario Video ERSP-86 scenario 2000 4000 6000 8000 Skillsoft has conducted neuroscience research with MIT to ensure the efficacy of our content DELIVERING REAL- WORLD RESULTS 80% Apply what they have learned 24#25Introduction ● ● ● Strategy "Soft" opt-in notifications HOW WE WIN: PLATFORM PERCIPIO PLATFORM DELIVERS ENGAGING EXPERIENCES Stay in the know. dle pokreti and made from Pepe Exuble Puck Notic Mate Later pom Content skillsoft Platform Set a goal THE PERCIPIO PLATFORM • Learner focused Skill-based learning paths Al-enabled Set a weekly learning goal! fyr Materingar You we letter to pch Trigl and my Set Seal Chur Gol Go-To-Market Badges, opensource content, microlearning, mobile app Finance Track your goal percipio PUMA Time Management Mr Asgests T .... Con Yoyo You 22 de vang You're on your way! You have 22 minutes left to complete your weekdy karning goal Manage coals > ● MT ● Q&A ● Gentle reminders Note: 1 Compared to legacy platform over 18 months; increase in retention varies by quarter. Source: Percipio.com, Skillsoft financials. 12:53 FRIDAY, FEBRUARY 17 WHY CUSTOMERS CHOOSE PERCIPIO Easy interface Better engagement Reliable tracking Integration with leading LMSs Congratulatory messages PROR 12:53 FRIDSS FEMFUARY 17 warings 4× MORE LEARNING HOURS¹ ~100% PERCIPIO COHORT DOLLAR RETENTION RATE UP TO 29PT INCREASE IN DOLLAR RETENTION RATE¹ 25#26Introduction 3M Strategy COX ENTERPRISES Atos BAYER Hitachi Consulting HOW WE WIN: GO-TO-MARKET AN UNRIVALED ENTERPRISE SALES CAPABILITY BAYER skillsoft Content Abbott A Promise for Life TELUS Platform encore RICOH accenture Booz | Allen | Hamilton ExxonMobil & fr ITVitae Learning Go-To-Market Johnson Controls RBC france telecom RBC Royal Bank BT Finance ALTRAN TOYOTA UPS Q&A Capgemini CONSUETING TECHNOLOGY OUTSOURCING JPMorgan Chase American Red Cross RBS The Royal Bank of Scotland globalpayments 3 Number countries with learners accessing Skillsoft content. 4 Business customers include the government. Source: Sample of customers of combined company. SAMSUNG comscore OCBS KAISER PERMANENTEⓇ Google USO verizon VISA ArcelorMittal LOCKHEED MARTIN Sprint 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. at&t ~70% Sun Chevron HILL Hill International PETSMART Life Financial OF FORTUNE 1000¹ 45M LEARNERS WORLDWIDE² 160+ COUNTRIES WORLDWIDE³ ~600 COMBINED SALES TEAM yahoo! ~98% REVENUE FROM BUSINESS CUSTOMERS' 26#27Introduction Strategy Content skillsoft Platform Go-To-Market Finance A POWERFUL PLATFORM FOR FURTHER M&A CONTENT Complete full range of learner needs in our prioritized content areas Q&A More than 1,000 venture-backed tuck-in acquisition targets with less than $100M in revenue and a few with over $100M in revenue PLATFORM Enhance our capabilities to drive learner engagement skillsoft POSITIONED AS THE BEST ACQUIRER WITH Strong Balance Sheet Percipio Platform Largest Salesforce in the Industry Customer Base. Committed Investors ● GO TO MARKET Extend our reach into new customer segments 27#28Introduction Strategy STRONG FOUNDATION Content skillsoft Robust core business Healthy balance sheet Platform A UNIQUE OPPORTUNITY FOR SHAREHOLDER VALUE CREATION Go-To-Market ATTRACTIVE BUSINESS MODEL ● Finance ● Enterprise subscriptions High operating leverage • Low capital intensity Strong free cash flow conversion ● Q&A 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 28#29Introduction Strategy Content Platform skillsoft Go-To-Market RECAP: WHAT ARE WE BUILDING? We upskill the global workforce across three core segments... (Leadership & Business Skills, Compliance and Technology & Development) Finance 01 CONTENT Packages of 'best of breed' content to enable compelling learning journeys OUR AMBITION 'To create a future-fit workforce skilled and ready for the jobs of tomorrow' Q&A WHERE WE PLAY ...by providing engaging digital learning & development solutions... HOW WE WIN 02 PLATFORM An advanced technology driven platform that delivers seamless and engaging learner experiences ...to enterprise clients globally 03 GO-TO-MARKET A world-class enterprise sales capability 29#30Introduction Strategy skillsoft Content Platform Go-To-Market CONTENT Finance Q&A 30#31Introduction Strategy Content Platform STRONG FOUNDATION Go-To-Market skillsoft PACKAGES OF 'BEST OF BREED' CONTENT TO ENABLE COMPELLING LEARNING JOURNEYS 1 A comprehensive learning solution 2 with a proven learning model 3 Delivering real world results Finance Q&A OPPORTUNITIES FOR GROWTH Refresh and enrich our core 2 Add immersive experiences Extend into new customer segments 31#32Introduction Strategy Content A COMPLETE LEARNING SOLUTION Platform skillsoft 180K+ Content assets in the library, reflecting significant capital investment A COMPREHENSIVE LEARNING SOLUTION, WITH A PROVEN LEARNING MODEL THAT DELIVERS REAL-WORLD RESULTS $100M+ Invested in content since 2017 Go-To-Market Finance Source: Skillsoft 2019 customer benchmark study. Q&A WITH A PROVEN LEARNING MODEL P Massachusetts Institute of Technology (H) fouanbay Baseline Video ERSP-86. baseline 2000 4000 6000 8000 Scenario Video ERSP-86 scenario 2000 4000 6000 8000 Skillsoft has conducted neuroscience research with MIT to ensure the efficacy of our content DELIVERING REAL- WORLD RESULTS 80% Apply what they have learned 32#33Introduction Strategy No other training company is competitive across all these customer segments Content skillsoft SKILLSOFT POSITION ONE OF THE LARGEST CORE LIBRARIES IN THE INDUSTRY COMPETITIVE LANDSCAPE Consistently AWARDS recognized as a leader in each of the customer segments we serve Platform Go-To-Market LEADERSHIP & BUSINESS SKILLS #1 Linked in Learning HARVARD BUSINESS PUBLISHING u Udemy THE AMERICAN BUSINESS AWARDSⓇ SILVER STEVIEⓇ WINNER THE EDTECH AWARDS LEADERSHIP FINALIST 2018 BRONZE OTOP 820 COMPANY Finance TRAINING FOSWAY GROUP Coursera Core Leader Grid" for Digital Leaming TOP TOP 820 820 COMPANY COMPANY LEARNING LIBRARY TRAINING 2019 LEADERSE TRAINING TRAINING WINDULIZY Q&A BRONZE WINNER The Telly Awards TE HNOLOGY & DEVELOPMENT #2 PLURALSIGHT UDACITY O'REILLY OTOP 20 COMPANY MARIE X BRONZE TOP 20 COMPANY NAIN u Udemy BIG INNOVATION PEOPLES CHOICE STEVIE AWARDS FORTE 2019 WINNER SILVER 2019 STEVIE WINNER AMERICAN best of Elearning! COMPLIANCE #2 SAI GLOBAL NAVEX GLOBAL 2020 TOP 20 COMPANY TRAINING ERENCE TOP 20 COMPANY TRAINING GOLD 2019 STEVIE WINNER BUSINESS AVALAIS Note: Skillsoft market position for self-paced professional eLearning based on estimates of competitor revenue and segment revenue allocations. TTRALIANT LRN COTOP 20 COMPANY MTHOUSTRY 41ST ANNUAL BRONZE WINNER The Telly Awards #1 GLOBAL LEADER 33#34Introduction Strategy Content SUPPORTING OF LEARNING skillsoft MICROLEARNING: VIDEOS (1-10 MINUTES) Platform Go-To-Market 0 Finance A CONTINUUM NEEDS MICROLEARNING: BOOKS, SUMMARIES, ARTICLES Q&A COURSES, BOOKS, AUDIOBOOKS, LIVE EVENTS PRACTICE LABS, TEST PREP, BOOTCAMPS ܘܪܘ CURATED ASPIRE JOURNEYS, CHANNELS 34#35Introduction Strategy Content skillsoft 30% OF OFFERING Platform Go-To-Market OUR ORIGINAL CONTENT PROVIDES A UNIQUE ADVANTAGE Finance Source: Skillsoft company materials. Q&A SKILLSOFT ORIGINAL CONTENT 90% OF CONSUMPTION 35% OF ACTIVE COURSES PUBLISHED IN THE LAST 18 MONTHS $26M ANNUAL INVESTMENT IN CONTENT LIBRARY 35#36Introduction Strategy Content Cloud & Virtualization skillsoft Platform COMBINED CATALOG WILL FEATURE ~28,000 HOURS OF LEARNING... Go-To-Market LEVERAGED M&A TO ENHANCE OUR TECH OFFERING Note: Illustrative topical coverage by hours-of-learning Data & Al App Dev IT & Security DevOps Finance Global Knowledge. Other Q&A skillsoft ...INCLUDING MORE THAN 170 IT CERTIFICATIONS FROM LEADING BRANDS ORACLE aws PM Project Management Institute. QITIL® vmware CompTIA IBM ......... CISCO Google Cloud PRINCE2 Microsoft Azure 36#37Introduction Strategy Content skillsoft Platform SCIENCE-DRIVEN LEARNING MODELS... Go-To-Market ENTERPRISES VALUE OUR PROVEN LEARNING MODEL Frequency (Hz) OBRATIONSSYSTE Mit EEG Scan comparing baseline (instructor-led) to scenario-based Baseline Video ERSP-B6. baseline 0 2000 4000 6000 8000 Finance WINDOW 0 Massachusetts Institute of Technology Scenario Video ERSP-B6. Scenario 2000 Q&A 4000 6000 8000 ...WITH A CONSISTENT EXPERIENCE Confronting Workplace Conflict Content Overview Resources O O O O Adapting to the Conflict at Hand 5m 26 CURRENTLY PLAYING Knowing When to Adapt 5m 36s NOT STARTED Preparing for Confrontation 4m 17s NOT STARTED Handling Difficult People 4m 24s NOT STARTED Knowledge Check: Handling Workplace Co... ⠀ E 1 300 Earn a Badge Score a minimum of 70% on the test to complete the Course COMPLETION STATUS MAY NEED TO BE MORE ASSERTIVE • Standard navigation controls ● Take Test • Integrated quizzes and assessment ● • Supporting learning assets, job aids and resources 37#38Introduction Strategy Content Platform 80% APPLICATION RATE of new skills on-the-job in less than 6 weeks Go-To-Market Finance CUSTOMERS SEEK SOLUTIONS THAT DELIVER REAL RESULTS SKILLSOFT DELIVERS THE SKILLS REQUIRED FOR THE ROLES OF TODAY AND TOMORROW 54% RELEVANCE to their role in the workplace Q&A 19% GAINS experienced in skills critical to their job DELIVERING BUSINESS IMPACT 14% improvement in productivity 73% of leaders report positive changes in staff behavior 8% improvement in cycle time skillsoft Sources: Skillsoft Business Impact Benchmark report; How Skillsoft Moves the Needle report; Towards Maturity Benchmark Report | Modernizing Learning: Delivering Results. 38#39Introduction #1 Strategy ● Content REFRESH AND ENRICH OUR CORE ● Platform OUR CONTENT PRIORITIES GOING FORWARD ● • Refresh cinematic-quality of our core content skillsoft Expand catalog with leading perspectives from best-selling thought leaders Go-To-Market Deepen coverage with foundational to expert-level content Finance #2 Q&A ADD IMMERSIVE EXPERIENCES ● Coaching • Social learning ● Virtual labs and classrooms Experiential learning #3 EXTEND INTO NEW CUSTOMER SEGMENTS • Address emerging and future skills Develop vertical and functional learning solutions ● 39#40Introduction Strategy skillsoft Content Platform Go-To-Market Finance PLATFORM Q&A 40#41Introduction Strategy Content Invested since platform launch in 2017 skillsoft Platform Go-To-Market $75M 2,500 Companies live on the platform SKILLSOFT PERCIPIO BY THE NUMBERS Finance Source: Skillsoft company materials. Q&A 100K Daily active users 9M Badges issued 4X Increase in learning hours relative to legacy Skillport platform 6 Industry awards 41#42Introduction Strategy Content Platform STRONG FOUNDATION Go-To-Market A MODERN TECHNOLOGY PLATFORM THAT DELIVERS ENGAGING LEARNER EXPERIENCES A deeply engaging platform for learners skillsoft 2 Strong enterprise capabilities 3 Integrates seamlessly with enterprise ecosystems Finance Q&A OPPORTUNITIES FOR GROWTH 1 Complete integrations and 2 3 features required for migrations Enrich and enhance skills growth capabilities Enable rapid innovation and expansion into new customer segments 42#43Introduction Strategy skillsoft ● AN ENGAGING PLATFORM FOR LEARNERS ● Content ● Platform Al-driven personalization • Recognition / social badging ● Learning in the flow of work Motivation and goals Mobile and voice ● Go-To-Market Finance Q&A 8:51 ||| = percipio FEATURED CHANNEL Resume Learning COURSE Working Remotely ○●● Strategically Focused Project Manag... PMBOK Guide Sixth Edition 178 I Mythe BOOK 8:54 Design Thinking Methodology 13 22: Design Thinking Methodology Design thinking enables organizations to create value by more effectively ideating to uncover a broader set of possible products and s View More Showing 5 results 43#44Introduction ● ● Strategy ● Content skillsoft Platform SUPPORTING ENTERPRISE NEEDS OF MANAGEMENT, SECURITY AND ANALYTICS Go-To-Market • Compliance integration ● Assignments & assessments Finance Configurability around multiple audiences/domains Reporting & dashboard Security & data privacy Enterprise branding Q&A percipio compliance Required Compliance Assignments (24) +Return to Learning Percipio Compliance Effective ethics and compliance training is more than just a formality in the onboarding process. Workplace compliance training should be viewed as part of the organization's overall business strategy, and integrated directly into every employee's daily workflow Thoughtfully designed compliance programs can help drive key business objectives, reduce the exposure to risk, and reinforce the company's positive culture. PAST DUE COURSE Workplace Harassment Prevention For Employees, Version 3.0 Du Jan 23, 2018 COURSE Access to Employee Medical and Exposure Records Du Mar 13, 2018 Compliance History Download History Content COURSE Accident Investigation and Reporting Simulation (Retired) Due Apr 14, 2018 Type = COURSE Privacy and Information Security English (EN-US) Date Completed Status Eric Stewart COURSE Global IT Security Basics Due Jun 18 2018 Search Compliance History a 44#45Introduction Strategy Content Platform LEARNING MANAGEMENT SYSTEMS AND PLATFORMS sumtotal. SAP SuccessFactors Cornerstone skillsoft CAPABILITY TO INTEGRATE SEAMLESSLY WITH THE ENTERPRISE ECOSYSTEM Go-To-Market saba degreed workday. Finance Q&A *percipio. INSTRUCTOR LED TR ENABLE ENTERPRISES TO MANAGE THEIR OWN INSTRUCTOR-LED CURRICULUM CONTENT FROM FREE AND PAID PROVIDERS BASE COLLECTIONS IT ITPROTV Loonycorn Practice Labs MITSloan Management Review Wintellect Hii XPRO NOW SPECIALIZED COLLECTIONS You Tube Mc Graw Hill Education Recorded tta WILEY Books ORACLE CUSTOM CONTENT BLEEDING EDGE PRESS Publishing at the spent of chnology Upload package(s) alertdriving. SUPPORTED WITHIN PLATFORM Coursera SUPPORTED WITHIN PLATFORM NATIONAL ENVIRGINMENTAL HEALTH ACCIATION mettl Upload single file(s) intersKILL learning The MIT Press C goFLUENT H HackerRank External link 45#46Introduction LMS LXP Strategy CONTENT SOLUTIONS skillsoft Content A BEST OF BREED PLATFORM EXAMPLES 77 sumtotal Cornerstone Platform degreed fure universal SAP SuccessFactors u Udemy in LEARNING Go-To-Market workday. saba edcast Finance PLURALSIGHT coursera Q&A CORE BUSINESS DRIVER ● ● Regulatory Compliance Mission critical learning Self-directed development Skills building Off-the-shelf Learning content for business needs CORE CAPABILITIES ● ● ● ● Complex curriculums High-volume reporting Extended enterprise Management capabilities Enterprise integrations Content aggregation Discovery Curation Personalization Recommendations Content delivery Discovery Curation Reporting skillsoft PERCIPIO CAPABILITIES AND INTEGRATIONS 46#47Introduction Strategy Content ● Platform #1 COMPLETE INTEGRATIONS AND FEATURES REQUIRED FOR MIGRATIONS skillsoft • Remaining LMS integrations Advanced reporting features • Additional languages OUR PLATFORM PRIORITIES GOING FORWARD Go-To-Market Finance Q&A #2 ENRICH AND ENHANCE SKILLS GROWTH CAPABILITIES • Role-based journeys Skills assessments complemented with targeted Al recommendations #3 ENABLE RAPID INNOVATION AND EXPANSION INTO NEW CUSTOMER SEGMENTS ● 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.) 47#48Introduction Strategy skillsoft Content Platform Go-To-Market Finance Q&A GO-TO-MARKET 48#49Introduction Strategy Content STRONG FOUNDATION Platform Go-To-Market skillsoft Finance A WORLD-CLASS GO-TO-MARKET CAPABILITY Q&A 1 Delivering a highly differentiated proposition... 2 ...to a large and varied customer base... OPPORTUNITIES FOR GROWTH Complete migration to Percipio 2 Upsell /cross-sell additional product lines 3 ... with the industry's most capable GTM strategy 3 Accelerate customer acquisition 49#50Introduction CUSTOMER VALUE PROPOSITION ROLE IN SKILLSOFT'S PORTFOLIO Strategy SKILLSOFT POSITION COMPETITIVE LANDSCAPE skillsoft WHERE WE PLAY: UPSKILLING THE GLOBAL WORKFORCE ACROSS THREE CUSTOMER SEGMENTS Content Platform LEADERSHIP & BUSINESS SKILLS #1 Enable leaders and organizations to thrive in a digital world Go-To-Market Strategic hook into enterprise agenda Linked in Learning u Udemy HARVARD BUSINESS PUBLISHING Finance Coursera Q&A TECHNOLOGY & DEVELOPMENT Stay ahead of rapid technology changes Major customer and growth opportunity #2 PLURALSIGHT UUDACITY O'REILLYⓇ u Udemy COMPLIANCE Foster a sustainable, safe, respectful and inclusive work environment Supports customer retention #2 SAI GLOBAL NAVEX GLOBAL Note: Skillsoft market position for self-paced professional eLearning based on estimates of competitor revenue and segment revenue allocations. TTRALIANT LRN #1 GLOBAL LEADER 50#51Introduction 3M Strategy COX ENTERPRISES Atos BAYER Hitachi Consulting UNRIVALED CUSTOMER BASE BAYER skillsoft Content Abbott A Promise for Life TELUS ExxonMobil encore RICOH Platform accenture Booz | Allen | Hamilton ITVitae Learning & fr Go-To-Market Johnson Controls RBC france telecom RBC Royal Bank BT ALTRAN TOYOTA UPS Finance EUSO Q&A JPMorgan Chase Capgemini CONSUETING TECHNOLOGY OUTSOURCING RBS The Royal Bank of Scotland American Red Cross 3 Number countries with learners accessing Skillsoft content. 4 Business customers include the government. Source: Sample of customers of combined company. globalpayments SAMSUNG comscore OCBS KAISER PERMANENTEⓇ Google ArcelorMittal verizon VISA LOCKHEED MARTIN Sprint 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. at&t ~70% Sun Chevron HILL Hill International Life Financial yahoo! OF FORTUNE 1000¹ ~45M PETSMART 160+ LEARNERS WORLDWIDE² COUNTRIES WORLDWIDE³ ~98% REVENUE FROM BUSINESS CUSTOMERS 51#52Introduction Strategy GLOBAL COVERAGE Content DEDICATED 'LINE OF BUSINESS' SELLERS skillsoft Platform AND COORDINATED Go-To-Market WORLD-CLASS SALES TEAM GTM Finance =$ Q&A SMB - ENTERPRISE DEDICATED ACQUISITION TEAM BQ GOVERNMENT & COMMERCIAL 600 PERSON COMBINED SALES TEAM COVERING ENTERPRISES ALL AROUND THE GLOBE 0000 52#53Introduction % of Total Annual Recurring Revenue 100% CROSS-SELL: Growing share of customers buying 2-3 products Annual Recurring Revenue Distribution by Number of Products Purchased 75% A UNIQUE OPPORTUNITY AND ABILITY TO CROSS-SELL 50% Strategy 25% 0% 4Q17 1018 Content 2Q18 3Q18 4Q18 1Q19 Platform 1 Product 2 Products 2Q19 3 Products 3Q19 4Q19 1Q20 2Q20 Fiscal Quarter Go-To-Market 3Q20 Note: skillsoft 1 Covers Q4FY2017 through Q4FY2021E. 4Q20 1Q21 3Q21 Finance 2Q21 Q&A Cross-sell targets RETENTION: 22 percentage point higher dollar retention rate among customers purchasing 3 products¹ Dollar Retention Rate 1 Product 2 Products 3 Products 78% 91% 100% 53#54Introduction Strategy Content skillsoft Platform NEW CUSTOMER ACQUISITION MODEL Go-To-Market Finance A POWERFUL GROWTH ENGINE Q&A BRAND Serve as the trusted partner for enterprises as they build the workforce of the future. SOPHISTICATED MARKETING ENGINE Leverage data and segmentation to inform targeting and drive demand. 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. skillsoft ~30% Targeted YoY increase in Sales Qualified Leads ~30 New acquisition sellers in FY2022 Cornerstone realize your potential SAP Microsoft 54#55Introduction Strategy skillsoft Content Platform Go-To-Market FINANCE Finance Q&A LUGE 55#56Introduction Strategy Content Platform skillsoft Go-To-Market Finance Q&A ATTRACTIVE FINANCIAL PROFILE #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 REINVESTMENT IN THE BUSINESS #5 ATTRACTIVE CAPITAL STRUCTURE PROVIDES STRATEGIC FLEXIBILITY 56#57Introduction Strategy Content Platform Annual Recurring Revenue (Excl. SumTotal) Go-To-Market Percipio DRR(¹) Dual Deployment DRR(¹) Skillport DRR(¹) Percipio & DD New Business Ol POSITIONED FOR GROWTH: PERCIPIO MIGRATION SUPPORTS IMPROVED REVENUE RETENTION AND MORE NEW BUSINESS PERCIPIO VS. LEGACY PLATFORM SKILLPORT PERF RM CE COMPARISON ($M except percentages) $328 $310-$315 $315-$325 9% ~ 25% 55% 32% Finance 13% CY2019A Q&A 94% 111% 84% $10 51% ~24% CY2020E 100% 101% 75% $15 percipio. ~ 31% ~59% CY2021E 96-102% 96-102% 69-75% $22-$30 $340-$360 100% CY2022E Dual Deployment of Percipio & Skillport 97-103% Legacy Platform Skillport Note: Dual Deployment (DD) reflects customers who are paying for Percipio and Skillport platforms. Percipio reflects customers who are only paying for Percipio products. Legacy platform Skillport reflects customers who are only paying for legacy platform Skillport. Information shown reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for skillsoft CY202¹E). Dollar Retention Rate ("DRR") represents subscription renewals, upgrades, churn, and downgrades in a period divided by the total renewable base for such customers for such period. DRR does not new business from new customers. 57#58Introduction ● ● Strategy ● Content POSITIONED FOR GROWTH: GLOBAL KNOWLEDGE HAS STABILIZED WITH IMPROVED PRODUCT MIX GLOBAL KNOWLEDGE SEQUENTIAL ORDER INTAKE PROGRESSION¹ ($M) COVID-19 negatively impacted classroom revenue by ~$115M³ offset by ~$35M increase from growth in virtual and on- demand offerings Shift from classroom to virtual driving margin improvement skillsoft Platform Order intake has stabilized and is expected to grow post- COVID Go-To-Market Finance On-Demand Global Knowledge Quarterly Order Intake² Q&A Virtual Classroom Training & Other $64 $39 $19 $6 Q4 CY2019 $55 $21 $30 $4 Q1 CY2020 $48 $6 $37 $5 Q2 CY2020 $55 $12 $36 $7 Q3 CY2020 $53 $11 $37 $5 Q4 CY2020E Notes: 1 Information shown reflects FYE January 31st financials (e.g., FYE 1/31/21E shown for CY2020E). 2 Order intake represents contracted sales commitments for the forward 12-month period. 3 Based on estimated change in total Classroom Training and Other revenue from CY2019A to CY2020E (FYE January 31st financials). Global Knowledge revenue reflects Gross Revenue. 58#59Introduction Strategy Content ORDER INTAKE Platform ANNUAL RECURRING REVENUE (SKILLSOFT CONTENT) skillsoft BUSINESS TRACKING ABOVE PRIOR ESTIMATES ADJUSTED GROSS REVENUE ADJUSTED EBITDA Go-To-Market Finance Q&A CY2020E¹ ($M) ESTIMATE AT ANNOUNCEMENT REVISED ESTIMATE $300-$310 $625-$650 $650-$680 $145-$165 $310-$315 $669 $686-$691 $158-$163 Note: 1 CY2020E reflects preliminary estimates, which are subject to change. CY2020E reflects 1/31/21E financials for Skillsoft and 12/31/20E for Global Knowledge. 59#60Introduction ($M) ORDER INTAKE ADJ. GROSS REVENUE(4) ADJ. EBITDA Strategy ADJ. EBITDA MARGIN Content NEW SKILLSOFT POSITIONED FOR GROWTH $777 CY 2019A¹ $808 CY 2019A $219 CY 2019A Platform 27.1% Go-To-Market $669 CY 2020E $686-$691 CY 2020F ² $158-$163 CY 2020E Finance ~23.5% $660-$690 CY 2021E3 $645-$675 CY 2021E 3 $155-$175 Q&A CY 2021E 3 24-26% $710-$760 CY 2022E 3 $675-$725 CY 2022E 3 $180-$220 CY 2022E 3 26-30% ● ● ● Order intake o Percipio migration -> retention improvement o Sales realignment: focus on new business 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 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. skillsoft Reflects FYE January 31st financials (eg., FYE 1/31/22E shown for CY2021E). CY2021E includes $15M of estimated cost synergies; CY2022E includes $25M of estimated cost synergies. 4 Global revenue reflects Gross Revenue. 60#61Introduction SKILLSOFT GLOBAL KNOWLEDGE Strategy COMBINED Content HIGH SUBSCRIPTION REVENUE WITH STRONG PREDICTABILITY ~9% ~91% CY2020E¹ ~95% ~5% CY2020E¹ ~36% ~64% Platform CY2020E¹ Go-To-Market Finance Q&A ~8% ~92% CY2022E² ~75% ~25% CY2022E² ~32% ~68% CY2022E² ● ● Subscription-based business provides significant visibility and predictability o 91%+ revenue subscription base at Skillsoft o Recurring contracts with Fortune 1000 customers Global Knowledge transaction-based with long- standing customer relationships - recent introduction of subscription offerings Subscription Revenue Non-subscription Revenue Notes: skillsoft C2020E reflects preliminary estimates, which are subject to change - 1/31/21E financials for Skillsoft and 12/31/20E for Global Knowledge. 2 CY2022E reflects FYE January 31st financials (e.g., FYE 1/31/23E shown for CY2022E). 61#62Introduction 250 200 ILLUSTRATIVE CY2022E FREE CASH FLOW BRIDGE ($M; Cash Flow items shown as % of Adj. EBITDA) 150 100 OPERATING LEVERAGE AND HIGH CASH FLOW CONVERSION PROVIDE FINANCIAL FLEXIBILITY AND SUPPORT REINVESTMENT 50 Strategy O $180-$220 Content CY2022E Adj. EBITDA skillsoft Platform ~14-18% Interest Expense, net Go-To-Market ~9-10% Finance Cash Taxes ~10-14% Q&A Capital Expenditures¹ ~15-10% Change in Net Working Capital $125-$155 CY2022E Levered Free Cash Flow ● 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 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. 62#63Introduction Strategy CASH², 3 TOTAL DEBT² Content NET DEBT ATTRACTIVE CAPITAL STRUCTURE AND PARTNER SUPPORT PROVIDE STRATEGIC FLEXIBILITY skillsoft Platform ILLUSTRATIVE CAPITAL STRUCTURE ASSUMES NO REDEMPTIONS AND COMPLETION OF $400M SECOND STEP INVESTMENT BY PROSUS ($M) DEBT/CY2022E ADJ. EBITDA¹ (GROSS / NET) Go-To-Market Finance $535 $650 $115 Q&A 3.3X/0.6X COMMITTED INVESTOR BASE CHURCHILL CAPITAL y prosus Notes: 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; $400M second step investment by Prosus subject to CFIUS approval. Source: Churchill estimates, management estimates, S-4. Excludes equity issued to management and advisors in connection with the consummation of the contemplated transaction, including equity issued under Churchill's management incentive compensation plan. 63#64Introduction Strategy skillsoft Content Platform EVENT Go-To-Market Finance ILLUSTRATIVE TIMELINE TO CLOSE Q&A S-4 EFFECTIVE DATE AND PROXY MAILING STOCKHOLDER REDEMPTION DATE STOCKHOLDER APPROVAL AND TRANSACTION CLOSE EXPECTED DATE APRIL MAY MAY Note: For illustrative purposes only; timing subject to change. 64#65Introduction Strategy skillsoft Content Q&A Platform Go-To-Market Finance Q&A L 65#66skillsoft APPENDIX 66#67FINANCIAL OVERVIEW ($M) Skills oft Order Intake: Content Sum Total Total Skillsoft Order Intake Global Knowledge Order Intake: Classroom and All Other Virtual and On-Demand Total Global Knowledge Order Intake Combined Order Intake Skills oft Adj. Revenue: Content Sum Total Total Skillsoft Adj. Revenue Global Knowledge Adj. Revenue: Classroom and All Other Virtual and On-Demand Total Global Knowledge Adj. Gross Revenue Reseller Fees Total Global Knowledge Adj. Net Revenue Combined Adj. Gross Revenue Combined Adj. Net Revenue Skills oft Adj. EBITDA Global Knowledge Adj. EBITDA Combined Adj. EBITDA Combined Adj. Net Income CY2019A¹ 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. $347 138 $485 $175 116 $291 $777 $363 152 $514 $182 112 $294 (34) $260 $808 $774 $185 35 $219 LTM 10/31/20A² $341 126 $467 $93 132 $225 $692 $347 136 $483 $105 133 $237 (29) $209 $721 $692 $157 23 $180 CY2020E3 $3345 124 $458 $626 148 $211 $669 $340-$3455 125-130 $470 - $475 $696 147 $216 (27) $190 $686 - $691 $660 - $665 $140 - $145 18 $158 - $163 CY2021E4 $435 - $450 $225 - $240 $660 - $690 $430 - $445 $215- $230 (25) - (30) $190 - $200 $645 - $675 $620 - $645 $155 - $175 $90 - $105 CY2022E4 $465 - $495 $245 - $265 $710-$760 $440 - $470 $235 - $255 (25)-(30) $210 - $225 $675 - $725 $650 - $695 $180 - $220 $110-$145 Expect to finish toward the upper end of CY2020E ranges 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. Estimate at Announcement: $625 - $650 Estimate at Announcement: $650 - $680 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. Estimate at Announcement: $145 - $165 6 Other order intake / revenue within the Global Knowledge Classroom Training and Other line item is ~$20M in CY2020E. 7 Combined adjusted net income calculated as adjusted EBITDA minus estimated depreciation expense minus estimated interest expense minus estimated adjusted taxes at cash tax rate; combined adjusted net income excludes purchase price amortization and all other items excluded from adjusted EBITDA. skillsoft 67#68HISTORICAL QUARTERLY FINANCIAL PERFORMANCE ($M) Calendar Year 2020² Q2A Q3 A Skills oft Order Intake: Content Sum Total Total Skillsoft Order Intake Global Knowledge Order Intake: Classroom and All Other Virtual and On-Demand Total Global Knowledge Order Intake Combined Order Intake Skills oft Adj. Revenue: Content Sum Total Total Skillsoft Adj. Revenue Global Knowledge Adj. Revenue: Classroom and All Other Virtual and On-Demand Total Global Knowledge Adj. Gross Revenue Reseller Fees Total Global Knowledge Adj. Net Revenue Combined Adj. Gross Revenue Combined Adj. Net Revenue Skills oft Adj. EBITDA Global Knowledge Adj. EBITDA Combined Adj. EBITDA CY2019A¹ $347 138 $485 $175 116 $291 $777 $363 152 $514 $182 112 $294 (34) $260 $808 $774 $185 35 $219 Q1A $39 32 $71 $33 26 $59 $129 $85 33 $118 $35 26 $61 (7) $54 $179 $172 $37 4 $41 $59 24 $82 $6 42 $47 $130 $86 32 $118 $9 43 $53 (6) $47 $171 $165 $37 6 $44 $74 28 $102 $12 38 $50 $152 $87 31 $119 $12 34 $46 (6) $40 Q4E $164 40 $203 $12 43 $54 $258 $82 - $87 28 - 33 $115 - $120 $12 45 $57 (8) $49 $165 $172-$177 $158 $164 - $169 $45 $20-$25 2 6 $26 - $31 $47 CY2020E² $334 124 $458 $62 148 $211 $669 $340-$345 125 - 130 $470 - $475 $69 147 $216 (27) $190 $686 - $691 $660 - $665 $140-$145 18 $158 - $163 COMMENTARY Expect to finish toward the upper end of CY20 ranges ● ● ● ● Current full year estimates above guidance provided in Investor Presentation CY20 adversely impacted by: - COVID dislocation o Long-term benefit given acceleration of Global Knowledge's transition from in-classroom training to digital offerings Churn from Legacy Skillport Platform High level of visibility into forward-looking estimates Majority of order intake generated in second half of each year Significant shift from legacy Classroom Training to Digital Offerings at Global Knowledge Note: CY2020E reflects preliminary estimates, which are subject to change. Product level view of Order Intake / Revenue for Skillsoft Content and SumTotal. Reconciliation of non-GAAP financial measures provided in appendix. 1 CY2019A reflects year ended 1/31/20A financials for Skillsoft and year ended 9/27/19A for Global Knowledge. 2 CY2020E reflects year ended 1/31/21E financials for Skillsoft and year ended 12/31/20E for Global Knowledge. skillsoft 68#69KEY PERFORMANCE METRICS ($M) Skillsoft Annualized Recurring Revenue (ARR): Percipio Dual Deployment Skillport Total Skillsoft Content ARR Skillsoft Sum Total ARR Skillsoft Dollar Retention Rate (DRR): Percipio Dual Deployment Skillport Total Skillsoft Content DRR Skillsoft Sum Total DRR Skillsoft Content Order Intake: Percipio Dual Deployment Skillport Total Skillsoft Content Subscription Order Intake Services & One-Time Order Intake Total Skillsoft Content Order Intake Skillsoft Sum Total Order Intake: Skillsoft Sum Total Subscription Order Intake Services & One-Time Order Intake Total Skillsoft Sum Total Order Intake Global Knowledge Annualized Recurring Revenue (ARR) Global Knowledge Order Intake skillsoft CY2019A¹ $42 103 181 $327 $111 94% 111% 84% 92% 94% $32 116 185 $333 14 $347 $111 27 $138 $9 $291 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. Q1A $47 118 161 $327 $107 100% 97% 77% 88% 96% $10 13 14 $37 2 $39 $27 5 $32 $10 $59 Calendar Year 2020² Q3A Q2A $51 154 126 $331 $101 102% 102% 68% 88% 79% $10 27 18 $55 3 $59 $20 4 $24 $4 $47 $57 168 105 $329 $101 100% 105% 83% 96% 99% $11 36 22 $69 4 $74 $22 6 $28 $13 $50 Q4E $74 - $75 158-160 78 - 80 $310 - $315 $98 - $100 102% 101% 74% 94% 93% $32 98 27 $157 7 $164 $33 7 $40 $12 $54 2 CY2020E $74 - $75 158 - 160 78-80 $310 - $315 $98 - $100 100% 101% 75% 93% 92% $64 174 81 $318 16 $334 $101 23 $124 $12 $211 69#70TRANSACTION SUMMARY ($M) PF EQUITY OWNERSHIP OWNERSHIP Shareholders Churchill SPAC Skillsoft S/H Common Equity PIPE Investors7 Total Shares Outstanding ILLUSTRATIVE CAPITAL STRUCTURE Cash Total Old Debt New Debt Take Back Debt A/R Facility Total Debt Net Debt Interest Expense Interest Coverage DAY 1 OWNERSHIP¹ Shares skillsoft 81.92 28.5 CY2022E Adj.EBITDA5 53.0 163.4 % 50.1% 17.4% 32.4% 100.0% Metric $200 INC. REVESTED PROMOTE¹ Shares 86.3 28.5 53.0 167.8 PRE-RESTRUCTURING 51.4% 17.0% 31.6% 100.0% % $2,3638 $2,363 2,363 11.8x/11.8x $1638 1.2x 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 POST-RESTRUCTURING $5357 $610 40 $650 115 3.3x/0.6x $53 3.8x ILLUSTRATIVE SOURCES AND USES SOURCES Churchill Cash (IPO)³ Issue Equity to Skillsoft S/H Common Equity PIPE Cash" Cash on Skillsoft & GK Balance Sheet Take Back Debt4 Total Sources USES Cash Paid to Skillsoft S/H Issue Equity to Skillsoft S/H Cash Paid to GK Lenders Take Back Debt4 Transaction Fees Cash to Balance Sheet7 Total Uses 700 285 530 61 90 $1,666 $ 505 285 172 90 80 535 $1,666 % 42.0% 17.1% 31.8% 3.7% 5.4% 100.0% % 30.3% 17.1% 10.3% 5.4% 4.8% 32.1% 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 hill's management ince tive compensation plan. 70#71SUMMARY OF SHARES OUTSTANDING AT VARIOUS PRICES (SHARES IN M) Share Price $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 skillsoft Public IPO Shares 69.0 70.0 73.1 75.5 77.3 77.3 Total Shares Outstanding 163.4 166.0 178.8 185.2 190.1 191.6 Public Shares as % of Shares Outstanding (Incl / Excl Public Warrants) 42.2% / 42.2% 42.1% / 41.6% 40.9% / 38.6% 40.8% / 37.3% 40.7% / 36.3% 40.4% / 36.0% (1) 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 ● ● 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; $400M second step investment by Prosus subject to CFIUS approval. 3. Includes 1.5M warrants payable to Churchill sponsor for loan to Churchill at Churchill sponsor's option. 71#72SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (S-4) ($M) Total pro forma combined revenue (¹) Reversal of pro forma adjustments: Skillsoft fresh-start reporting Global Know ledge purchase accounting Elimination of inter-company revenues Plus impact of Skillsoft reorganization, primarily related to deferred revenue Combined Adjusted revenue (³) Skills oft Adjusted Revenue (2²) Global Know ledge historical revenue (3) Combined Adjusted revenue Total pro forma combined net (loss) income (4) Reversal of pro forma adjustments: Adjustments based on historical financial statements: (5) Pro forma combined EBITDA (6) Reversal of Churchill purchase accounting, as reflected in pro forma Reversal of Skills oft fresh-start reporting, as reflected in pro forma Reversal of Skillsoft purchase accounting, as reflected in pro forma Reversal of Global Know ledge purchase accounting, as reflected in pro forma Plus other adjustments (7) Combined Adjusted EBITDA skillsoft (8) FYE 12/31/19* $646 121 6 1 $774 $514 260 $774 ($703) (339) 1,037 ($6) 21 111 18 16 58 $219 Nine Months Ended 9/30/20* $489 (39) 1 44 $496 $355 140 $496 $2,755 (86) (2,562) $107 (0) (42) 66 $131 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). 72#73RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (S-4) ($M) Net Revenue Impact of fresh-start and purchase accounting One-time impact of the deconsolidation of Canada Adjusted Net Revenue Reseller Fees Adjusted Gross Revenue Net income (loss) - GAAP Interest expense, net Provision for income taxes Depreciation and amortization Impairment of goodwill and intangible assets Impact of fresh-start and purchase accounting EBITDA Non-recurring retention and consulting costs Recapitalization and transaction-related costs Restructuring and contract terminations Integration and migration related Foreign currency and other non-cash expense Other add backs Adjusted EBITDA skillsoft Skills oft (1/31/20) 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. (1) $514 $514 $514 ($849) 430 11 106 441 $138 10 16 3 6 11 0 $185 CY2019A Global Knowledge (9/27/19) $260 $260 34 $294 ($26) 25 0 23 $23 015 30 2 $35 Combined $774 $774 34 $808 ($876) 455 11 130 441 $161 10 18 8 9 11 2 $219 Skills oft Nine Months Ended 9/30/20 (1, 2) $311 42 3 $355 Fresh-start accounting reduced deferred revenue amount on balance sheet $355 $2,725 176 61 58 332 (3,288) $64 14 40 1 4 (4) (0) $120 Global Knowledge $140 $140 19 $160 ($98) 21 0 11 67 $2 2 3 5 0 1 0 $12 Combined $451 42 3 $496 19 $515 $2,627 197 61 68 400 (3,288) $66 16 43 6 4 0 $132 73 1#74RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (S-4) ($M) (CONT'D) Restructuring reduced debt by $1.5B+, saving $100M+ in annual cash interest expense Net Revenue Impact of fresh-start and purchase accounting One-time impact of the deconsolidation of Canada Adjusted Net Revenue Reseller Fees Adjusted Gross Revenue Net income (loss) - GAAP Interest expense, net Provision for income taxes Depreciation and amortization Impairment of goodwill and intangible assets Impact of fresh-start and purchase accounting EBITDA Non-recurring retention and consulting costs Recapitalization and transaction-related costs Restructuring and contract terminations Integration and migration related Foreign currency and other non-cash expense Other add backs Adjusted EBITDA skillsoft Nine Months Ended 10/31/20 $311 42 3 $355 $355 $2,725 176 61 58 332 (3,288) $64 14 40 1 4 (4) (0) Source: S-4. Calculation pursuant to credit agreement operative in those periods. $120 Historical financials don't include any cost saving initiatives that Company has undertaken or synergies Skills oft (-) Nine Months Ended 10/31/19 $386 $386 $386 ($741) 320 8 83 439 $108 15 6 2 5 10 0 $147 (1) (+) FYE 1/31/20 $514 $514 $514 ($849) 430 11 106 441 $138 10 16 3 6 11 0 $185 LTM (10/31/20) $439 42 3 $483 $483 $2,617 286 64 81 334 (3,288) $94 9 51 2 5 (4) (0) $157 Global Knowledge (FYE 10/2/20) $209 $209 29 $237 ($101) 27 0 16 67 $9 2 3 LO 5 1 1 1 $23 Combined LTM $647 42 3 $692 29 $721 $2,516 313 64 97 402 (3,288) $104 12 53 7 6 1 $180 74#75SUMTOTAL: A COMPREHENSIVE LEARNING AND TALENT MANAGEMENT SYSTEM 7 Of the world's largest drug and biotech companies LEADING PLATFORM ● ● ● skillsoft 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 3 Of the largest U.S. banks INDUSTRY LEADERS CHOOSE SUMTOTAL Chosen platform for industry leaders in Finance, Insurance, Pharmaceuticals, Transportation and other complex, compliance heavy industries COMPREHENSIVE SOLUTION 888 TWO do CHI P ● ● ● ● ● ● Recruiting 3 Of the five largest U.S. life insurance companies Onboarding Learning management Performance, succession & compensation Career pathing & development Workforce management TOP PRIORITIES ATTRACT NEW LOGOS Leverage credibility of existing customer base of industry leaders Credible testimonials Recent case studies ● ● ● 3 Of the world's 10 largest airlines 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 75#76DISCLAIMER 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 the SEC may be obtained free of charge at the SEC's website at www.sec.gov. In addition, the documents filed by Churchill II may 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 Churchill 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 1995 including, but not limited to, Churchill II's, Skillsoft's and Global Knowledge's expectations or predictions of future financial 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 "intends" or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially 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 communication, 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 Knowledge'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 been prepared in accordance with generally accepted accounting principles ("GAAP"). Churchill II is unable to provide reconciliations to the most directly comparable GAAP measures without unreasonable effort due to the uncertainty of the necessary information for such calculations. skillsoft 76