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: March 10, 2021

INVESTOR PRESENTATION March 2021

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 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.2

Introduction Strategy Finance Q&AINTRODUCTION3

Introduction Strategy Finance Q&AOVERVIEW CHURCHILL CAPITALWHO WE AREA unique model, the first GP team focused purely on public equityCreating value by leveraging the active engagement of high performing FortuneA pioneer in public equity vehicles for scale investmentsTHE CHURCHILL COMPANIES ASSET CHURCHILL CAPITAL I AcquisitionCHURCHILL CAPITAL IIIvehiclesA track record of acquiring proven,500 CEOsA competitive edge in global sourcingThe demonstrated best partner forAnnounced January 2019 July 2020 Churchill Partner Jerre Stead Paul Galant & Bill Equity Value $19B $7B1 Firm Value $22B $11B(1)profitable, growing businesses of scaleprospective targetsCHURCHILL CAPITAL IIRaised Jun. 2019 $690MCHURCHILL CAPITAL IVRaised Jul. 2020 $2.07BCHURCHILL CAPITAL VRaised Dec. 2020 $500MCHURCHILL CAPITAL VIRaised Feb. 2021 $552MCHURCHILL CAPITAL VIIRaised Feb. 2021 $1.38B$40B+ in assets under the Churchill UmbrellaNote: 1 Based on value at close Source: FactSet. Market data as of 2/18/21. .

Introduction Strategy Finance Q&ACREATING THE NEW SKILLSOFTPURCHASE PRICESKILLSOFT $1.3B GLOBAL KNOWLEDGE $233MCOMBINED VALUATION MULTIPLES(1)ADJ. REVENUE 2.2x ADJ. EBITDA 7.6x LEVERED FREE CASH FLOW 5.6xCAPITAL STRUCTUREPIPE 2 $530M NET DEBT OF $115M ADJ. EBITDA 2, 3, 4 0.6xOWNERSHIP 2, 550%32%17%PARTNERSCHURCHILL CAPITALTIMINGPROXY FILED / JANUARY 25EXPECTED CLOSING / 2Q ‘21Churchill PIPE Skillsoft Share- holdersNotes: 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.

Introduction Strategy Finance Q&AINTRODUCTION TO PROSUS GROUPCOMPANY OVERVIEW INVESTMENT PHILOSOPHYA global consumerBuilding leadingListed on EuronextFOCUSED ACTIVE LONG-TERM FOCUSinternet group and one of the largest technology investors in the world. • Early investor in global tech leaders, including Tencentcompanies in high growth sectors.• EdTech • Food delivery • Online classifiedsAmsterdam (AEX:PRX).• Europe’s largest consumer internet companyThematic, sector- based investing based on deep industry insightsMore than funding. Strong, hands-on support based on technology expertisePartnering with entrepreneurs over the long term to build sustainable businesses (sometimes for decades)and Delivery Hero• Payments & fintech• Included in the EuroStoxx-50 indexLEADING EDTECH INVESTORTop 10 GLOBAL CONSUMER INTERNET GROUP1.5B+ USERS GLOBALLY$200B MARKET CAPITALIZATIONSource: Prosus Group, FactSet February 2021.6

Introduction Strategy Finance Q&AA STRONG FOUNDATION TO BUILD FROMPOWERFUL ‘AT SCALE’ FOUNDATION SIGNIFICANT PROGRESS AND IMPROVEMENTS• Industry leading content library • Strong technology platform (Percipio) • Large enterprise customer base • Recurring revenue streamWHAT WE NEEDED TO FIX• Overleveraged balance sheet • Leadership gaps • Loss of share in Technology & Development • Under-investment in customer acquisition• Restructured balance sheet – reduced debt by $1.5B, saving $100M+ annual cash interest • Brought on new committed and long-term investors• Hired new CEO and building world-class management team • Set a new and inspiring direction for Skillsoft• Strengthened Technology & Development offering with Global Knowledge acquisition • Continued Percipio migration• Reorganized sales force and recruiting new customer acquisition sellers7

Introduction Strategy Finance Q&AILLUSTRATIVE TIMELINE TO CLOSEEVENTSKILLSOFT FYE 1/31/21 RESULTSS-4 EFFECTIVE DATE AND PROXY MAILINGSTOCKHOLDER REDEMPTION DATESTOCKHOLDER APPROVAL AND TRANSACTION CLOSEEXPECTED DATEEARLY APRIL APRIL MAY MAYNote: For illustrative purposes only; timing subject to change. 8

IntroductionStrategyFinance Q&ASTRATEGY9

IntroductionStrategyFinance Q&ATHE NEW SKILLSOFT01 An attractive market opportunity without a clear leader02 Building a global leader from a strong foundation03 A powerful platform for further M&A04 An attractive investment opportunity10

IntroductionStrategyFinance Q&AAN ATTRACTIVE MARKET OPPORTUNITYLARGE MARKET GROWING MARKET STRONG SECULAR GROWTH DRIVERSTOTAL ADDRESSABLE MARKET GLOBAL PROFESSIONAL ELEARNING1 $28BGlobal Professional eLearning TAM3 forecasted to grow 10% p.a., with market spend growing 13-14% p.a.+10% p.a.• Growing skills gap globally• Corporate / C-Suite focus on workforce development / upskillingU.S. PROFESSIONAL LEARNING2 $130B GLOBAL PROFESSIONAL LEARNING2 $300B$28B$9B 2020$45B$16B 2025White spaceMarket Spend4 13-14% p.a.• Shift from insourced to outsourced training• Shift from classroom to digital training• Acceleration by COVID-19 and work-from-homeNotes: 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.11 Source: Third party consultant market research report. Tyton Partners, Grand View Research.

Introduction Strategy Finance Q&AMAJOR CUSTOMER SEGMENTS REMAIN HIGHLY UNDERPENETRATEDROBUST HEADROOM AVAILABLE ACROSS CUSTOMER SEGMENTS WITHIN THE U.S.U.S. PROFESSIONAL ELEARNING TOTAL ADDRESSABLE MARKET3, 2021F $ in B Total = $10BTotal Addressable Market represents value of the market in which100%80%60%Addressable Whitespace($28B Global)new Skillsoft participates, including unpenetrated portion that can adopt online learning.40%20%0%Compliance¹Business SkillsCurrent outsourced OTS content spendLeadershipMarket Spend Served MarketIT SkillsOther Content²Average penetration is ~30%, yielding market spend4 of ~$3BNotes: 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.

IntroductionStrategyFinance Q&AFRAGMENTED MARKET SPACE WITHOUT A CLEAR LEADERNO OTHER CORPORATE DIGITAL LEARNING BUSINESS WITH >$500M OF REVENUENew$500M REVENUESKILLSOFT IS THE LARGEST PLAYER FOCUSED PRIMARILY ON THE ENTERPRISE13

Introduction Strategy Finance Q&AA NEW AND INSPIRING DIRECTION THAT BUILDS ON OUR STRENGTHSOUR AMBITION ‘To create a future-fit workforce skilled and ready for the jobs of tomorrow’WHERE WE PLAYWe 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 globallyHOW WE WIN 01 02 03CONTENT Packages of ‘best of breed’ content to enable compelling learning journeysPLATFORM An advanced technology driven platform that delivers seamless and engaging learner experiencesGO-TO-MARKET A world-class enterprise sales capability14

Introduction Strategy Finance Q&AWHERE WE PLAY: UPSKILLING THE GLOBAL WORKFORCE ACROSS THREE CUSTOMER SEGMENTSLEADERSHIP & BUSINESS SKILLSTECHNOLOGY & DEVELOPMENTCOMPLIANCECUSTOMER VALUE PROPOSITIONROLE IN SKILLSOFT’S PORTFOLIOSKILLSOFT POSITIONEnable leaders and organizations to thrive in a digital worldStrategic hook into enterprise agenda#1Stay ahead of rapid technology changesMajor customer and growth opportunity#2Foster a sustainable, safe, respectful, inclusive environment compliant with evolving regulationsSupports customer retention#2#1 GLOBAL LEADERCOMPETITIVE LANDSCAPENote: Skillsoft market position for self-paced professional eLearning based on estimates of competitor revenue and segment revenue allocations. 15

IntroductionStrategyFinance Q&AHOW WE WIN: CONTENT BREADTH OF OUR OFFERING WILL DRIVE GROWTH22 PERCENTAGE POINT HIGHER DOLLAR RETENTION RATE1 AMONG CUSTOMERS PURCHASING 3 PRODUCTS VS. 1LEADERSHIP & BUSINESS SKILLS• Unique opportunity to create global leader• 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 journeysTECHNOLOGY & DEVELOPMENTCOMPLIANCE• Creates opportunities for cross- and upsell• Drives higher retentionNote: 1 Covers Q4FY2017 through Q4FY2021E.16

Introduction Strategy Finance Q&AHOW WE WIN: GO-TO-MARKET UNIQUE OPPORTUNITY TO CROSS-SELLRETENTION: 22 percentage point higher dollar retention rate among customers purchasing 3 products1CROSS-SELL: Growing share of customers buying 2-3 productsDollar Retention RateAnnual Recurring Revenue Distribution by Number of Products PurchasedCross-sell opportunities1 Product2 Products3 Products78%91%100%100%75%50%25%0%1 Product2 Products3 ProductsFiscal QuarterNote: 1 Covers Q4FY2017 through Q4FY2021E.17

Introduction Strategy Finance Q&AHOW WE WIN: CONTENT OUR CONTENT ENABLES COMPELLING LEARNING JOURNEYSA COMPLETE LEARNING SOLUTION. . . 180K+ Content assets in the library, reflecting significant capital investment$100M+ Invested in content since 2017. . .WITH ORIGINAL AND CURRENT CONTENT 90% Of consumption based on proprietary Skillsoft content35% Of active courses published in last 18 monthsA PROVEN LEARNING MODEL. . .Skillsoft has conducted neuroscience research with MIT to ensure the efficacy of our content. . .THAT DELIVERS REAL- WORLD RESULTS 80%Apply what they have learnedSource: Skillsoft 2019 customer benchmark study.18

Introduction Strategy Finance Q&AHOW WE WIN: PLATFORM PERCIPIO PLATFORM DELIVERS ENGAGING EXPERIENCES4x MORE LEARNING HOURS1~100% PERCIPIO COHORT DOLLAR RETENTION RATETHE PERCIPIO PLATFORM • Learner focused • Skill-based learning paths • AI-enabled • Badges, open source content, microlearning, mobile appWHY CUSTOMERS CHOOSE PERCIPIO • Easy interface • Better engagement • Reliable tracking • Integration with leading LMSsUP TO 29PT INCREASE IN DOLLAR RETENTION RATE1Note: 1 Compared to legacy platform over 18 months; increase in retention varies by quarter. Source: Percipio.com, Skillsoft financials.19

IntroductionStrategyFinance Q&AHOW WE WIN: GO-TO-MARKET AN UNRIVALED ENTERPRISE SALES CAPABILITY~70% OF FORTUNE 10001~45M LEARNERS WORLDWIDE2160+ COUNTRIES WORLDWIDE3~600 COMBINED SALES TEAM~98% REVENUE FROM BUSINESS CUSTOMERS4Notes: 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.

IntroductionStrategyFinance Q&AA POWERFUL PLATFORM FOR FURTHER M&AMore than 1,000 tuck-in acquisition targets with less than $100M in revenue and a few with over $100M in revenueCONTENT Complete full portfolio of learner needs in our prioritized content areasPLATFORM Enhance our capabilities to drive learner engagementGO TO MARKET Extend our reach into new customer segmentsPOSITIONED AS THE BEST ACQUIRER WITH Strong Balance Sheet • Percipio Platform Largest Salesforce in the Industry • Customer Base • Committed InvestorsTARGET ACQUISITION CRITERIA • Contributes toward customer segment leadership • Enhances learner experience and personalization • Can leverage existing customer base or distribution network21

Introduction Strategy Finance Q&AA UNIQUE OPPORTUNITY FOR SHAREHOLDER VALUE CREATIONSTRONG FOUNDATION• Robust core business • Healthy balance sheetATTRACTIVE BUSINESS MODEL • Enterprise subscriptions • High operating leverage • Low capital intensity • Strong free cash flow conversionBUSINESS AT AN INFLECTION POINT • New leadership team with clear strategic direction • Percipio migration complete by YE 2022 • Investing in Content, Platform and Go-To- Market • Riding wave of accelerating online migrationWELL-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 agenda22

Introduction Strategy Finance Q&ARECAP: WHAT ARE WE BUILDING?OUR AMBITION ‘To create a future-fit workforce skilled and ready for the jobs of tomorrow’WHERE WE PLAYWe 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 globallyHOW WE WIN 01 02 03CONTENT Packages of ‘best of breed’ content to enable compelling learning journeysPLATFORM An advanced technology driven platform that delivers seamless and engaging learner experiencesGO-TO-MARKET A world-class enterprise sales capability23

Introduction StrategyFinanceQ&AFINANCE24

Introduction StrategyFinanceQ&AATTRACTIVE FINANCIAL PROFILE#1 NEW SKILLSOFT POSITIONED FOR PROFITABLE GROWTH HIGH LEVEL OF SUBSCRIPTION REVENUE WITH STRONG REVENUE PREDICTABILITY #3 OPERATING LEVERAGE SUPPORTS FUTURE MARGIN EXPANSION HIGH CASH FLOW CONVERSION PROVIDES FINANCIAL FLEXIBILITY AND SUPPORTS REINVESTMENT IN THE BUSINESS #5 ATTRACTIVE CAPITAL STRUCTURE PROVIDES STRATEGIC FLEXIBILITY25

Introduction Strategy Finance Q&APOSITIONED FOR GROWTH: PERCIPIO MIGRATION SUPPORTS IMPROVED REVENUE RETENTION AND MORE NEW BUSINESSPERCIPIO VS. LEGACY PLATFORM SKILLPORT PERFORMANCE COMPARISON ($M except percentages) $328 $310-$315 $315-$325 $340-$360Annual Recurring Revenue (Excl. SumTotal)55%32%13%~ 25%~ 51%~ 24%~75% on Percipio or Dual Deploy- ment~ 9% ~ 31%~59%~90% on Percipio or Dual Deploy- ment100%Percipio DRR(1) Dual Deployment DRR(1) Skillport DRR(1) Percipio & DD New Business OICY2019A CY2020E CY2021E CY2022E 94% 100% 96-102% 97-103% 111% 101% 96-102% – 84% 75% 69-75% – $10 $15 $22-$3030 customer acquisition sellers in CY2021 drive new logo winsDual Deployment of Percipio & Skillport Legacy Platform SkillportNote: 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.26

Introduction StrategyFinanceQ&APOSITIONED FOR GROWTH: GLOBAL KNOWLEDGE HAS STABILIZED WITH IMPROVED PRODUCT MIXGLOBAL 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 offeringsOn-DemandVirtualClassroom Training & Other $64$55$48$55$53• Shift from classroom to virtual driving margin improvement• Order intake has stabilized and is expected to grow post- COVIDGlobal Knowledge Quarterly Order Intake2$39$19$21$30$6$37$12$36$11$37$6Q4 CY2019$4 Q1 CY2020$5 Q2 CY2020$7Q3 CY2020$5 Q4 CY2020ENotes: 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.

Introduction Strategy Finance Q&ABUSINESS TRACKING ABOVE PRIOR ESTIMATESANNUAL RECURRING REVENUE (SKILLSOFT CONTENT)ORDER INTAKEADJUSTED GROSS REVENUE ADJUSTED EBITDACY2020E1 ($M) ESTIMATE AT ANNOUNCEMENT REVISED ESTIMATE $300-$310 $310-$315 $625-$650 $669 $650-$680 $686-$691 $145-$165 $158-$163Note: 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. Audited Skillsoft financials for FYE 1/31/21 expected to be filed in early April.28

Introduction StrategyFinanceQ&ANEW SKILLSOFT POSITIONED FOR GROWTH($M)ORDER INTAKE$777 $669 $660-$690 $710-$760• Order intake o Percipio migration -> retentionADJ. GROSSCY 2019A ¹ $808CY 2020E ²CY 2021E ³CY 2022E ³$675-$725improvement (stabilizes core) o Sales realignment and 30 new customerREVENUE(4)$686-$691 $645-$675acquisition sellers: focus on new business o GK stabilization: COVID rebound and migration to digitalADJ. EBITDACY 2019A ¹ $219CY 2020E ²CY 2021E ³CY 2022E ³$180-$220o Cross-sell driving new revenue and retention$158-$163 $155-$175• High single digit order intake growth in 2022 approaching industry growth rateCY 2019A ¹CY 2020E ²CY 2021E ³CY 2022E ³ADJ. EBITDA MARGIN27.1 % ~23.5 % 24-26 % 26-30%• 30-35% target long-term Adj. EBITDA margin driven by revenue growth and operating leverageNote: 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.29

Introduction Strategy Finance Q&AHIGH SUBSCRIPTION REVENUE WITH STRONG PREDICTABILITYSKILLSOFTGLOBAL KNOWLEDGECOMBINED~9%~91%CY2020E¹~95%~5% CY2020E¹~36%~8%~92%CY2022E²~75%~25% CY2022E²~32%• Subscription-based business provides significant visibility and predictabilityo 91%+ revenue subscription base at Skillsofto Recurring contracts with Fortune 1000 customers• Global Knowledge a mix of transaction-based - long-standing customer relationships with repeat buyers and growing subscription offerings~64%~68%CY2020E¹ CY2022E²Subscription Revenue Notes:Non-subscription Revenue1 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).

Introduction StrategyFinanceQ&AHIGH CASH FLOW CONVERSION PROVIDE FINANCIAL FLEXIBILITY AND SUPPORT REINVESTMENTILLUSTRATIVE CY2022E FREE CASH FLOW BRIDGE ($M; Cash Flow items shown as % of Adj. EBITDA)250 $180-$220200~14-18%~15-10%$125-$155• High cash conversion of 70%+ supports growth• Low capital expenditure requirements (~3% of revenue)150~9-10%~10-14%• Interest expense assumes $650M of debt, with term loans at L + 500100500CY2022E Adj. EBITDAInterest Expense, netCash TaxesCapital Expenditures ¹Change in Net Working CapitalCY2022E Levered Free Cash Flow• Corporate structure allows for favorable low teens cash tax rate• Order Intake growth will drive positive net working capital cash contributionNote: 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. 31

Introduction Strategy Finance Q&AATTRACTIVE CAPITAL STRUCTURE AND PARTNER SUPPORT PROVIDE STRATEGIC FLEXIBILITYILLUSTRATIVE CAPITAL STRUCTURE ASSUMES NO REDEMPTIONS AND COMPLETION OF $400M SECOND STEP INVESTMENT BY PROSUS ($M)CASH2, 3 $535 TOTAL DEBT2 $650 NET DEBT $115COMMITTED INVESTOR BASECHURCHILL CAPITALDEBT / CY2022E ADJ. EBITDA1 (GROSS / NET) Notes:3.3X/0.6X1 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, 32 including equity issued under Churchill's management incentive compensation plan.

Introduction Strategy Finance Q&AQ&A33

APPENDIX34

JEFF TARR TO LEAD THE NEW SKILLSOFTEXECUTION EXPERIENCE BOARD EXPERIENCE• Former CEO ofMeaningfully Grew DigitalGlobe’s BusinessHistory of Creating Value for ShareholdersDigitalGlobe and Hoover’s • Former President & COO of IHS((DDiiggiittaallGGlloobbee’s’srreevveennuueeoovveerrtteennuurree;;$$iinnmMi)llions)CAGR 18%((IIHHSS’’ss rReevveennuueeoOvever rteTneunruer;e$; $ininMm) illions)CAGR 18%$340 2011A$900 2017A$476 2005A$1075 2010ASource: DigitalGlobe, Maxar Technologies and IHS filings, public information and FactSet. 35

VALUE CREATION OPPORTUNITY FOR INVESTORSBUSINESS PLAN SUPPORTS SIGNIFICANT ADJ. EBITDA GROWTH (Adj. EBITDA; $ in M)$180-$220$158-$163 $155-$175Adj. Gross RevenueCY2020 CY2021 CY2022 $686-$691 $645-$675 $675-$725ATTRACTIVE ENTRY VALUE ($ in B) Firm Value / CY2022E Adj. Revenue2.2x5.3x6.1x 6.7x148.0xFirm Value / CY2022E Adj. EBITDAEquity Value / CY2022E LFCF7.6x5.6x15.4x18.0x17.9x26.3x82.3x(1)Implied Skillsoft Firm Value(2) $1.5$3.7 $4.3 $4.7Notes: 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. 36

CY2021E OUTLOOK COMMENTARY 1 22REVENUECOMMENTARY Expect ~46-48% of revenue in 1H; ~52-54% in 2H• Skillsoft o Primarily subscription (~90%1) earned ratably throughout year o Quarterly progression tied to change in ARR • Global Knowledge o Improving revenue as year progresses and COVID impact lessens o Majority of year-over-year growth in 2HADJUSTED EBITDAExpect ~40-45% of Adjusted EBITDA in 1H; ~55-60% in 2H• Synergy realization heavily weighted to 2H • Global Knowledge 2H revenue ramp drives higher 2H Adjusted EBITDA • Some offset from higher Skillsoft commissions in 4QNote: 1 Subscriptions represent ~64% of combined Skillsoft + Global Knowledge CY2020E Adjusted Revenue.37

FINANCIAL OVERVIEW ($M)CY22001199AA11LTMLT1M0/3101//3210/2A02A2 CY22002200EE33 CY202210E241E4CY202220E24 4Expect to finish towardSkillsoft Order Intake: Content $347 $341 $334 ⁵ SumTotal 138 126 124 Total Skillsoft Order Intake $485 $467 $458 $435 - Global Knowledge Order Intake: Classroom and All Other $175 $93 $62 ⁶ Virtual and On-Demand 116 132 14 Total Global Knowledge Order Intake $291 $225 Combined Order Intake $777 $692 Skillsoft Adj. Revenue: Content $363 ⁵ SumTotal 152 Total Skillsoft Adj. Revenue $514 Global Knowledge Adj. Revenue: Classroom and All Other ⁶ 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 Skillsoft Adj. EBITDA Global Knowledge A Combined AdCom ⁷the upper end of CY2020E rangesEstimate at Announcement: $625 - $650Estimate at Announcement: $650 - $680Estimate at Announcement: $145 - $165Note: 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.38

HISTORICAL QUARTERLY FINANCIAL PERFORMANCE($M) Skillsoft Order Intake:CCYY210919AA¹ 1CaCleanldeanrdYaeraYre2a0r2200²202 Q1A Q2A Q3A Q4ECYC20Y2200EE²2COMMENTARY • Expect to finish toward the upper end of CY20 rangesContent $347 $39 $59 $74 $164 $334 SumTotal 138 32 24 28 40 124 Total Skillsoft Order Intake $485 $71 $82 $102 $203 $458 Global Knowledge Order Intake: Classroom and All Other $175 $33 $6 $12 $12 $62 Virtual and On-Demand 116 26 42 38 43 148 Total Global Knowledge Order Intake $291 $59 $47 $50 $54 $211 Combined Order Intake $777 $129 $130 $152 $258 $669Skillsoft 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 45 147 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• 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 KnowledgeNote: 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.39

KEY PERFORMANCE METRICS ($M)Skillsoft Annualized Recurring Revenue (ARR):1 22 CY2019A Calendar Year 2020 CY2020E Q1A Q2A Q3A Q4EPercipio $42 $47 $51 $57 $74 - $75 $74 - $75 Dual Deployment 103 118 154 168 158 - 160 158 - 160 Skillport 181 161 126 105 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 - $100Skillsoft 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 185 14 18 22 27 81 Total Skillsoft Content Subscription Order Intake $333 $37 $55 $69 $157 $318 Services & One-Time Order Intake 14 2 3 4 7 16 Total Skillsoft Content Order Intake $347 $39 $59 $74 $164 $334Skillsoft SumTotal Order Intake: Skillsoft SumTotal Subscription Order Intake $111 $27 $20 $22 $33 $101 Services & One-Time Order Intake 27 5 4 6 7 23 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 $211Note: 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.40

TRANSACTION SUMMARY ($M) PF EQUITY OWNERSHIP OWNERSHIPILLUSTRATIVE SOURCES AND USESSOURCES $ %Shareholders Churchill SPAC Skillsoft S/H Common Equity PIPE Investors7 Total Shares OutstandingDAY 1 OWNERSHIP1 Shares % 81.92 50.1% 28.5 17.4% 53.0 32.4%163.4 100.0%INC. REVESTED PROMOTE1 Shares % 86.3 51.4% 28.5 17.0% 53.0 31.6%167.8 100.0%• 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 sharesChurchill Cash (IPO)3700 Issue Equity to Skillsoft S/H 285 Common Equity PIPE Cash7 530 Cash on Skillsoft & GK Balance Sheet 61 Take Back Debt490 Total Sources $1,666 USES $42.0% 17.1% 31.8% 3.7% 5.4% 100.0%%ILLUSTRATIVE CAPITAL STRUCTUREPRE-RESTRUCTURING POST-RESTRUCTURING6Cash Paid to Skillsoft S/H 505 Issue Equity to Skillsoft S/H 285 Cash Paid to GK Lenders 17230.3% 17.1% 10.3%Cash Total Old Debt New Debt Take Back Debt A/R Facility Total Debt Net Debt Metric CY2022E Adj.EBITDA5 $200– $2,3638– $2,363 2,363 11.8x / 11.8x$5357$610 40 $650 115 3.3x / 0.6xTake Back Debt490 Transaction Fees 80 Cash to Balance Sheet7535 Total Uses $1,666 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.5.4% 4.8% 32.1% 100.0%Interest Expense Interest Coverage$1638 1.2x$53 3.8x6 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.41

SUMMARY OF SHARES OUTSTANDING AT VARIOUS PRICES (SHARES IN M)Share Price Public IPO SharesTotal Shares OutstandingPublic Shares as % of Shares Outstanding (Incl / Excl Public Warrants) (1)COMMENTARY Shares: • Includes 69.0M public IPO shares • Includes 17.25M founder shares$10.00 69.0 163.4 42.2% / 42.2%$12.00 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%• 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 redemptionNotes: 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.

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (S-4) ($M)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) $2,755 Reversal of pro forma adjustments: (339) (86) Adjustments based on historical financial statements:⁽⁵⁾ 1,037 (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 $131Source: 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).

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (S-4) ($M)Skillsoft ⁽¹⁾Fresh-start accounting reduced deferred revenue amount on balance sheet CY2019A Nine Months Ended 9/30/20 Global Know ledge(1/31/20)(9/27/19) Combined Skillsoft ⁽¹, ²⁾Global Know ledge ⁽³⁾CombinedNet Revenue $514 $260 $774 $311 $140 $451 Impact of fresh-start and purchase accounting -- -- -- 42 -- 42 One-time impact of the deconsolidation of Canada -- -- -- 3 -- 3Adjusted Net Revenue $514 ` $260 $774 $355 $140 $496Reseller Fees -- 34 34 -- 19 19Adjusted Gross Revenue $514 ` $294 $808 $355 $160 $515Net income (loss) - GAAP ($849) ($26) ($876) $2,725 ($98) $2,627 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 0Adjusted EBITDA $185 `$35 $219 $120 $12 $132Source: 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.44

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (S-4) ($M) (CONT’D)Restructuring reduced debt by $1.5B+,Skillsoft ⁽¹⁾ (-)saving $100M+ in annual cash interest expenseNine Months Ended 10/31/20Nine Months Ended 10/31/19(+) FYE 1/31/20= LTM (10/31/20)Global Know ledge (FYE 10/2/20) Combined LTMNet Revenue $311 $386 $514 $439 $209 $647 Impact of fresh-start and purchase accounting 42 -- -- 42 -- 42 One-time impact of the deconsolidation of Canada 3 -- -- 3 -- 3Adjusted Net Revenue $355 ` $386 $514 $483 $209 $692Reseller Fees -- -- -- -- 29 29Adjusted Gross Revenue $355 ` $386 $514 $483 $237 $721Net income (loss) - GAAP $2,725 ($741) ($849) $2,617 ($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 1Adjusted EBITDA $120 ` $147 $185 $157 $23 $180Historical financials don’t include any cost saving initiatives that Company has undertaken or synergiesSource: S-4. 1 Calculation pursuant to credit agreement operative in those periods.45

SUMTOTAL: A COMPREHENSIVE LEARNING AND TALENT MANAGEMENT SYSTEM INDUSTRY LEADERS CHOOSE SUMTOTAL7 Of the world’s largest drug and biotech companies3 Of the largest U.S. banks3 Of the five largest U.S. life insurance companies3 Of the world’s 10 largest airlinesLEADING PLATFORM • 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 industriesCOMPREHENSIVE SOLUTION • Recruiting• Onboarding• Learning management• Performance, succession & compensation• Career pathing & development• Workforce managementTOP PRIORITIES ATTRACT NEW LOGOS • Leverage credibility of existing customer base of industry leaders • Recent case studies (customer wins)WIN-BACK CHURNED CUSTOMERS • Historical churn from legacy platform 46 provides SumTotal with a customer win back opportunity • Significant improvement in SumTotal’s NPS score after two critical platform upgrades46