Exhibit 10.23

JOINDER AGREEMENT

JOINDER AGREEMENT, dated as of June 11, 2021 (this “Agreement”), by and among the lenders listed on the signature pages hereto (each, a “New Lender”), SOFTWARE LUXEMBOURG INTERMEDIATE S.À R.L., a private limited liability company (société à responsabilité limitée), with registered offices at 17, Boulevard F.W. Raiffeisen, L - 2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B246231 (“Holdings”), SOFTWARE LUXEMBOURG ACQUISITION S.À R.L., a private limited liability company (société à responsabilité limitée), with registered offices at 17, Boulevard F.W. Raiffeisen, L - 2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B246282 (the “Parent Borrower”) and Skillsoft Corporation, a Delaware corporation (the “U.S. Subsidiary Borrower”), as a borrower (the U.S. Subsidiary Borrower, together with the Parent Borrower, the “Borrowers”).

RECITALS:

WHEREAS, reference is hereby made (a) to the Senior Secured Term Loan Credit Agreement dated as of August 27, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “FO Credit Agreement”), among Holdings, the Borrowers, the several banks and other financial institutions from time to time party thereto, and Wilmington Savings Fund Society, FSB (“WSFS”), as Administrative Agent and Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the FO Credit Agreement), (b) that certain Agreement and Plan of Merger, dated as of October 12, 2020 (the “Acquisition Agreement”), by and among Churchill Capital Corp II (the “Acquiror”), Magnet Merger Sub, Inc. and Albert DE Holdings Inc. (“Parent”) and (c) that certain Restructuring Support Agreement, dated as of October 12, 2020 (the “RSA”), by and among Albert US Holdings, Inc. (“Albert US”), certain affiliates of Albert US named therein as Company Parties, Parent and each of the Supporting Creditors named therein; and

WHEREAS, each New Lender is a lender under that certain Amended and Restated First Lien Credit and Guaranty Agreement, dated as of January 30, 2015 (as amended, restated, supplemented or otherwise modified through the date hereof, the “GK Credit Agreement”), among GK Holdings, Inc., Albert US, certain subsidiaries of GK Holdings, Inc. (collectively, together with their subsidiaries and affiliates, the “GK Entities”) the lenders parties thereto, and Credit Suisse AG, Cayman Islands Branch (“CS”), as administrative agent and collateral agent; and

WHEREAS, in connection with the Restructuring (as defined in the RSA), (i) certain of the GK Entities will be joined as New Credit Parties (as defined in the RSA) to the security documents in connection with the FO Credit Agreement substantially concurrently with the execution of this Agreement, (ii) the Parent Borrower wishes to incur New Term Loans from the New Lenders on substantially the same terms as the Initial Term Loans, subject to the terms and conditions of the FO Credit Agreement, and (iii) in partial satisfaction of the obligations under, and in connection with the termination of, the GK Credit Agreement, the New Lenders wish to be deemed to have funded such New Term Loans as described herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Each New Lender party hereto hereby agrees to be deemed to have committed its respective New Term Loan Commitment as set forth on Schedule A annexed hereto, and to be deemed to have funded its New Term Loans (the “GK Joinder Incremental Term Loans”) on the terms and subject to the conditions set forth below.

Each New Lender represents, warrants and agrees that (i)(A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the FO Credit Agreement in respect of the GK Joinder Incremental Loans, and (B) neither its execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby conflict with such New Lender’s organizational documents or material contracts or with any applicable law, (ii) it has received a copy of the FO Credit Agreement, the other Credit Documents, and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iii) it has and will, independently and without reliance upon the Administrative Agent, the Collateral Agent, CS as administrative agent and collateral agent under the GK Credit Agreement, any other New Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under the FO Credit Agreement; (iv) it appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the FO Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, and agrees that CS as administrative agent under the GK Credit Agreement shall bear no responsibility for any actions taken or omitted to be taken by the Administrative Agent under the FO Credit Agreement; and (v) it will perform in accordance with their terms all of the obligations which by the terms of the FO Credit Agreement are required to be performed by it as a New Lender.

CS as administrative agent under the GK Credit Agreement and any of its affiliates (each of the foregoing, an “Agent-Related Person”), shall not be liable to any other party to the GK Credit Agreement or any of their respective affiliates, equity holders or debt holders for any losses, costs, damages or liabilities incurred, directly or indirectly, as a result of any Agent-Related Person, or their counsel or other representatives, taking any action in accordance with this Agreement or by executing this Agreement.

Each New Lender hereby agrees to be deemed to have committed its respective New Term Loan Commitment on the following terms and conditions:

As of the date hereof subject to the terms and conditions hereof and after giving effect to this Agreement, each New Lender agrees that (i) there shall be an automatic adjustment to the Commitment in respect of the Initial Term Loans of each Lender who owns any outstanding Initial Term Loans and who is also a New Lender, in order to reflect such Lender’s portion of the GK Joinder Incremental Term Loans (but without any reduction to the aggregate amount of the Initial Term Loans and GK Joinder Incremental Term Loans due and owing to such Lender) and (ii) the parties hereto agree that the Administrative Agent, in accordance with its policies and procedures, shall make such adjustments to the Register as are necessary to reflect the GK Joinder Incremental Term Loans reflected in Schedule A. For purposes of any assignments and any trades related thereto, the Administrative Agent is hereby directed to cause the GK Joinder Incremental Term Loans to be assigned the same CUSIP number as the other Initial Term Loans and the undersigned Borrowers and New Lenders acknowledge and agree that the GK Joinder Incremental Term Loans shall be fungible with the Initial Term Loans and be assignable accordingly.

The New Lenders (or their counsel) or the Parent Borrower (or its counsel) agree to deliver Schedule A to be attached hereto and such information as the Administrative Agent may reasonably request to the Administrative Agent on or prior to the Incremental Closing Date. The New Lenders and the Borrowers agree that the Administrative Agent may conclusively rely on Schedule A delivered to it pursuant to the foregoing and shall not be liable with respect thereto.

Notwithstanding anything herein or in the FO Credit Agreement or any other Credit Document to the contrary, in the event that the Incremental Closing Date is a date other than the first day of an Interest Period, then the payment of the accrued and unpaid interest up to the Incremental Closing Date on the outstanding Initial Term Loans incurred on the Closing Date (the “Special Interest Amount”) shall be made by the Borrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto not later than 1:00 p.m. (New York City time) on the Incremental Closing Date. The Administrative Agent is hereby authorized and directed to cause the Special Interest Amount received by it from the Borrowers to be distributed ratably to the Lenders entitled thereto. For the avoidance of doubt, the Interest Period and the interest rate related to such Interest Period for the Initial Term Loans incurred on the Closing Date shall not be affected by such payments.

The Administrative Agent is hereby authorized and directed to take such administrative and ministerial actions (including revising the global commitment amount) to reflect the GK Joinder Incremental Term Loans in the Register and in ClearPar and any other loan settlement systems, in accordance with its policies and procedures related thereto.

Notwithstanding anything in this Agreement, the RSA or any other agreement to the contrary, the only representations (and related defaults) the making or accuracy of which shall be a condition to the effectiveness of the GK Joinder Incremental Term Loans hereunder shall be the Specified Representations made by the Credit Parties in the New Loan Documents and it is understood that, to the extent any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement) is not or cannot be provided and/or perfected on the Incremental Closing Date (1) without undue burden or expense or (2) after the use of commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or deliverable shall not constitute a condition precedent to the Incremental Closing Date but shall be required to be delivered after the Incremental Closing Date in accordance with the requirements of Section 9.11, 9.12 and 9.14 of the FO Credit Agreement. For purposes of this Agreement, the “Specified Representations” means the representations of the Credit Parties in the FO Credit Agreement in Section 8.1(a), 8.2 (as it relates to organizational power and authority to enter into the Incremental Joinder Agreements, due authorization and execution of the Incremental Joinder Agreements and delivery and enforceability of each Incremental Joinder Agreement to which such Credit Party is a party), Section 8.3(c) (with respect to the Incremental Joinder Agreements), Section 8.23 (as of the Incremental Closing Date, immediately after giving effect to the Merger, the Restructuring and the effectiveness of the GK Joinder Incremental Term Loans as of the Incremental Closing Date), Section 8.5, Section 8.7, Section 8.19(a), Section 8.19(c) and Section 8.20 (as it relates to the Collateral of the New Credit Parties organized in the United States to be perfected (except as provided in the previous sentence)).

For purposes of determining compliance with the conditions specified in this Section 5, each New Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a New Lender unless the Administrative Agent shall have received notice from such New Lender prior to the date hereof specifying its objection.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of the date first set forth above.

[NEW LENDER SIGNATURE PAGES OMITTED]

[Signature Page to Joinder Agreement]

[Signature Page to Joinder Agreement]

SCHEDULE A

TO JOINDER AGREEMENT