Skillsoft Merger Agreement

kenty9x | March 31, 2022 | 0

Except to the extent expressly permitted by the Skillsoft Merger Agreement, from the date of the Skillsoft Merger Agreement to the effective date or, if earlier, the effective termination of the Skillsoft Merger Agreement in accordance with its terms, Skillsoft has agreed, among other things, not to (i) make any requests, requests for proposals or definitive agreements with third parties other than Churchill with respect to the recapitalization of Skillsoft, the proposals or submit, negotiate, offer or enter into agreements with them. Refinancing, merger or similar transaction (an “Alternative Proposal”) or (ii) initiate discussions with third parties or provide non-public information that would encourage, facilitate or encourage efforts to create or implement an Alternative Proposal. The foregoing description of the skillsoft merger agreement and the proposed transactions with it is not complete and is subject to the actual agreement, a copy of which will be filed with this Report on Form 8-K as Exhibit 2.1 and the terms of which are incorporated herein by reference. Skillsoft and SumTotal partner with thousands of leading global organizations, including many Fortune 500 companies. The company has three award-winning systems that support learning, performance and success: Skillsoft learning content, the Percipio platform for intelligent learning experiences, and the SumTotal talent development suite, which provides measurable impact across the entire employee lifecycle. For more information, see www.skillsoft.com. This announcement is made as part of the proposed merger transaction between Churchill and Skillsoft. Churchill has filed a registration statement on Form S-4 with the SEC containing a proxy statement of Churchill and a prospectus of Churchill, and Churchill will file additional documents with the SEC regarding the proposed transaction. A final proxy circular/prospectus will also be sent to Churchill and Skillsoft shareholders for the required shareholder approval. Before making a voting or investment decision, investors and securityholders of Churchill and skillsoft are requested to carefully read the entire registration statement and proxy statement/prospectus, as well as any other relevant documents filed with the SEC, as well as any amendments or additions to such documents, because they contain important information about the proposed transaction. Churchill`s filings with the SEC are available free of charge on the SEC`s website at www.sec.gov. In addition, documents submitted by Churchill can be requested free of charge from Churchill at www.churchillcapitalcorp.com.

Alternatively, these documents, if available, may be reduced to being consistent, free of charge by Churchill upon written request to Churchill Capital Corp II, 640 Fifth Avenue, 12th Floor, New York, New York 10019, Attn: Secretary, or by telephone at (212) 380-7500. On October 13, 2020, Churchill entered into an employment agreement with Jeffrey Tarr (the “Employment Agreement”) effective upon Skillsoft`s conclusion and under which Mr. Tarr acted as Churchill`s Chief Executive Officer and a member of Churchill`s Board of Directors. The employment contract provides for an initial duration of two years, which is automatically extended for consecutive periods of one year, unless one of the parties announces the non-renewal for at least six months. Under the employment contract, Mr. Tarr receives a base salary of $750,000, is eligible to receive an annual cash incentive bonus with a goal and a maximum of 100% and 200% of base salary, respectively, and is eligible to participate in health and social benefits consistent with those offered to other Churchill officers. The employment contract also provides that Mr. Tarr will be awarded an additional 1,000,000 options (the “Tarr Options”) within 30 days of skillsoft`s closing, each with an exercise price equal to the fair market value of any Class A common share of Churchill at the time of the grant, which will be acquired quarterly for a period of four years from skillsoft`s closing, and (ii) an allocation of 2,000,000 restricted shares (the “Tarr RSUs”) distributed quarterly over a period of three years, starting with the Skillsoft diploma, in any event, subject to M. The continued employment of Tarr until the applicable exercise date, provided that in the event of a change of control or termination due to death or disability, the Tarr Options and Tarr UGRs are fully vested at the time of such change of control or permitted termination, if any, and provided that the Tarr Options and Tarr RSUs are subject to ongoing termination events as described below. Acquisition. The employment contract also provides that, in the event of dismissal by Mr Tarr for cause or by Churchill without giving reasons (including dismissal due to the non-extension of Churchill`s period of employment), Mr Tarr is entitled to an exemption from claims against Churchill and subject to the fact that Mr Tarr has not extended the period of employment. Tarr`s continued compliance with the restrictive obligations, severance pay and benefits set out in the employment contract, consisting of: (i) a payment equal to twice the sum of (A) the base salary and (B) an annual cash incentive for the year in which the dismissal occurs, payable in substantially equal instalments over the period of twenty-four months following the date of termination in accordance with Churchill`s usual payroll practice, (ii) a premium payment equal to the annual cash incentive for the year in which the termination takes place, based on actual performance and on a pro rata basis, to reflect the period of the fiscal year that expired at the time of termination, payable at the same time as the premiums are normally paid by Churchill, and (iii) the continued acquisition of Mr.

M.`s then outstanding share allocations. Tarr for the twelve-month period following the date of Notice. The employment contract contains restrictive agreements, including: (i) a confidentiality agreement of indefinite duration, (ii) a non-solicitation agreement for employees and customers, an employee non-employment agreement and a non-compete agreement, which apply during the period of employment and for twelve months thereafter, and (iii) a mutual non-defamation agreement that applies during the period of employment and for five years thereafter. . . .