SUBSCRIPTION AGREEMENTSubscription Agreement • June 14th, 2021 • Naspers LTD • Services-advertising • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of October, 2020, by and among Churchill Capital Corp II, a Delaware corporation (the “Issuer”), the undersigned (“Subscriber” or “you”) and, solely with respect to Section 12 and Section 19, Churchill Sponsor II, LLC (“Sponsor”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Study Merger Agreement (as defined below).
STRATEGIC SUPPORT AGREEMENT Between MIH VENTURES B.V. and CHURCHILL CAPITAL CORP II Dated as of October 12, 2020Support Agreement • June 14th, 2021 • Naspers LTD • Services-advertising
This STRATEGIC SUPPORT AGREEMENT (together with the attachments hereto and as the same and this Agreement may be amended from time to time in accordance with its terms, this “Agreement”) dated October 12, 2020, by and between MIH Ventures B.V., a limited liability company incorporated under the laws of the Netherlands (“Service Provider”) and Churchill Capital Corp II, a Delaware corporation (“Service Recipient”). Service Provider and Service Recipient are referred to herein individually as a “party” and collectively as the “parties”. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Subscription Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2021 • Naspers LTD • Services-advertising • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 12, 2020, is made and entered into by and among Churchill Capital Corp II, a Delaware corporation (the “Churchill”), Software Luxembourg Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 48, Boulevard Grand-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188 (“Legacy Skillsoft”), Churchill Sponsor II LLC, a Delaware limited liability company (the “Sponsor” and, together with the undersigned parties under Holder on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS JOINDER AGREEMENTRegistration Rights Joinder Agreement • June 14th, 2021 • Naspers LTD • Services-advertising • Delaware
This REGISTRATION RIGHTS JOINDER AGREEMENT, dated as of June 11, 2021, is made and entered into by and between Churchill Capital Corp II, a Delaware corporation (the “Company”) and MIH Learning B.V., a private limited liability company organized under the laws of The Netherlands (the “Joining Party”).
