Exhibit 10.1 


 


EXECUTION
VERSION


 


STOCKHOLDERS AGREEMENT


 


THIS STOCKHOLDERS AGREEMENT (as it may be
amended, supplemented or restated from time to time in accordance with its terms, the “Stockholders Agreement”),
dated as of October 12, 2020 (the “Effective Date”), is made by and among (i) Churchill Capital Corp
II, a Delaware corporation (“PubCo”); (ii) Churchill Sponsor II LLC, a Delaware limited liability company;
and (iii) the Person identified on the signature page hereto under the heading “Founder Holder” (the “Founder
Holder”); Each of PubCo, the Sponsor and the Founder Holder may be referred to herein as a “Party”
and collectively as the “Parties”.


 


RECITALS


 


WHEREAS, PubCo has entered into that certain
Agreement and Plan of Merger, dated as of the Effective Date (as it may be amended, supplemented or restated from time to time
in accordance with the terms of such agreement, the “Merger Agreement”), by and among PubCo and Software Luxembourg
Holding S.A., in connection with the initial business combination (the “Business Combination”) set forth in
the Merger Agreement;


 


WHEREAS, following the closing of the Merger,
Churchill Sponsor II LLC will Beneficially Own (as defined herein) Company Stock (as defined herein); and


 


WHEREAS, on the Effective Date, the Parties
desire to set forth their agreement with respect to governance and certain other matters, in each case in accordance with the terms
and conditions of this Stockholders Agreement.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained in this Stockholders Agreement, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1          Definitions.
As used in this Stockholders Agreement, the following terms shall have the following meanings:


 


“Action” means any action,
suit, charge, litigation, arbitration, or other proceeding at law or in equity (whether civil, criminal or administrative) by or
before any Governmental Entity.


 


“Affiliate” of any particular
Person means any other Person controlling, controlled by or under common control with such Person, where “control”
means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the
ownership of voting securities, its capacity as a sole or managing member or otherwise; provided, that no Party shall be deemed
an Affiliate of PubCo or any of its subsidiaries for purposes of this Stockholders Agreement.


 






     


     


    

 


“Beneficially Own” has
the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.


 





“Board” means the board
of directors of PubCo.


 


“Business Combination”
has the meaning set forth in the Recitals.


 


“Business Day” means any
day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in the State of
New York.


 


“Bylaws” means the bylaws
of PubCo, as in effect on the Closing Date, as the same may be amended from time to time.


 


“Certificate of Incorporation”
means the certificate of incorporation of PubCo, as in effect on the Closing Date, as the same may be amended from time to time.


 


“Closing” has the meaning
given to such term in the Merger Agreement.


 


“Closing Date” has the
meaning given to such term in the Merger Agreement.


 


“Common Stock” means shares
of the Class A common stock, par value $0.0001 per share, of PubCo.


 


“Effective Date” has the
meaning set forth in the Preamble.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and any successor thereto, as the same shall be in effect from time to time.


 


“Founder Holder” has the
meaning set forth in the Preamble.


 


“Governmental Entity” means
any nation or government, any state, province or other political subdivision thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government, including any court, arbitrator (public or private)
or other body or administrative, regulatory or quasi-judicial authority, agency, department, board, commission or instrumentality
of any federal, state, local or foreign jurisdiction.


 


“Laws” means all laws,
acts, statutes, constitutions, treaties, ordinances, codes, rules, regulations, and rulings of a Governmental Entity, including
common law. All references to “Laws” shall be deemed to include any amendments thereto, and any successor Law,
unless the context otherwise requires.


 


“Merger Agreement” has
the meaning set forth in the Recitals.


 


“Necessary Action” means,
with respect to any Party and a specified result, all actions (to the extent such actions are not prohibited by applicable Law
and within such Party’s control, and in the case of any action that requires a vote or other action on the part of the Board
to the extent such action is consistent with fiduciary duties that PubCo’s directors may have in such capacity) necessary
to cause such result, including (a) calling special meetings of stockholders, (b) voting or providing a written consent
or proxy, if applicable in each case, with respect to shares of Common Stock, (c) causing the adoption of stockholders’
resolutions and amendments to the Organizational Documents, (d) executing agreements and instruments, (e) making, or
causing to be made, with Governmental Entities, all filings, registrations or similar actions that are required to achieve such
result and (f) nominating or appointing certain Persons (including to fill vacancies) to the Board in connection with the
annual or special meeting of stockholders of PubCo.


 






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“Organizational Documents”
means the Certificate of Incorporation and the Bylaws.


 


“Party” has the meaning
set forth in the Preamble.


 


“Percentage Interest” means,
with respect to any Person and as of any time of determination, a fraction, expressed as a percentage, the numerator of which is
the number of shares of Common Stock held or Beneficially Owned by such Person, including shares of Common Stock to which such
Person has been granted a valid proxy, as of such date and the denominator of which is the aggregate number of shares of Common
Stock issued and outstanding as of such date.


 


“Person” means any natural
person, sole proprietorship, partnership, trust, unincorporated association, corporation, limited liability company, entity or
Governmental Entity.


 


“PubCo” has the meaning
set forth in the Preamble.


 


“Representatives” means,
with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries,
consultants, equity financing partners or financial advisors or other Person acting on behalf of such Person.


 


“Securities Act” means
the Securities Act of 1933, as amended, and any successor thereto, as the same shall be in effect from time to time.


 


“Sponsor” means Churchill
Sponsor II LLC, or, upon its dissolution, the Founder Holder.


 


“Sponsor Director” has
the meaning set forth in Section 2.1(a).


 


“Sponsor Indemnitees” has
the meaning set forth in Section 3.10(a).


 


“Stockholders Agreement”
has the meaning set forth in the Preamble.


 


“subsidiaries” of any Person
include such Person’s direct and indirect subsidiaries.


 


“Trading Day” means a day
on which the New York Stock Exchange or such other principal United States securities exchange on which the Common Stock is listed,
quoted or admitted to trading and is open for the transaction of business (unless such trading shall have been suspended for the
entire day).


 






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Section 1.2          Interpretive
Provisions. For all purposes of this Stockholders Agreement, except as otherwise provided in this Stockholders Agreement or
unless the context otherwise requires:


 


(a)            the
meanings of defined terms are applicable to the singular as well as the plural forms of such terms.


 


(b)           the
words “hereof”, “herein”, “hereunder” and words of similar import, when used in this Stockholders
Agreement, refer to this Stockholders Agreement as a whole and not to any particular provision of this Stockholders Agreement.


 


(c)            references
in this Stockholders Agreement to any Law shall be deemed also to refer to such Law, and all rules and regulations promulgated
thereunder.


 


(d)           whenever
the words “include”, “includes” or “including” are used in this Stockholders Agreement, they
shall mean “without limitation.”


 


(e)            the
captions and headings of this Stockholders Agreement are for convenience of reference only and shall not affect the interpretation
of this Stockholders Agreement.


 


(f)            pronouns
of any gender or neuter shall include, as appropriate, the other pronoun forms.


 


ARTICLE II

GOVERNANCE


 


Section 2.1          Board
of Directors.


 


(a)            Composition
of the Board. PubCo agrees to take all Necessary Action to cause the Board to (x) initially be comprised of seven (7) directors
identified by PubCo in accordance with the terms of the Merger Agreement (the “Initial Directors”) and (y) from
and after the first annual meeting of PubCo following the Closing, be comprised of a total of nine (9) directors.
At and following the Closing, PubCo agrees to take all Necessary Action to cause the Board to be divided into three classes of
directors, with each class serving for staggered three-year terms. The initial term of the Class I directors shall expire
immediately following PubCo’s 2021 annual meeting of stockholders at which directors are elected. The initial term of the
Class II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors
are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2023 annual meeting
at which directors are elected.


 


(b)            Sponsor
Representation. PubCo shall take all Necessary Action so as to cause to be nominated for election to the Board at each annual
or special meeting at which the stockholders will vote on the election of directors (“Board Election Meeting”),
two (2) individuals designated by the Sponsor; provided, that in the event that the Sponsor’s Percentage Interest
is less than (i) five percent (5%), Sponsor shall only have the right to designate one (1) individual for election to
the Board and (ii) one percent (1%), Sponsor shall not have the right to designate any individual for election to the Board
(each such Person nominated by the Sponsor, a “Sponsor Director”). Notwithstanding the foregoing, the number
of individuals that the Sponsor shall have the right to cause PubCo to nominate at each Board Election Meeting will be reduced
by the number of Sponsor Directors then serving on the Board and whose terms in office are not expiring at such Board Election
Meeting.


 






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(c)           Vacancies.
If a vacancy on the Board is caused by the death, retirement, resignation or removal of any Sponsor Director and the Sponsor would
be entitled to cause PubCo to nominate a Sponsor Director in respect of such vacancy as of such time pursuant to Section 2.1(b),
then PubCo shall take all Necessary Action to cause the Board to fill such vacancy as promptly as practicable (and in any event
prior to the next meeting or action of the Board or applicable committee) with an individual designated by the Sponsor. Notwithstanding
anything to the contrary contained in this Section 2.1(c), the Sponsor shall not have the right to designate a replacement
director, and PubCo shall not be required to take any action to cause any vacancy to be filled by any such designee, to the extent
that appointment of such designee to the Board would result in a number of directors designated by the Sponsor in excess of the
number of directors that the Sponsor is then entitled to cause PubCo to nominate for membership on the Board pursuant to Section 2.1(b).
Any such designated replacement who becomes a member of the Board shall be deemed to be a Sponsor Director for all purposes under
this Agreement.


 


(d)           Committees.
In accordance with PubCo’s Organizational Documents, (i) the Board shall establish and maintain committees of the Board
for (x) Audit, (y) Compensation and (z) Nominating and Corporate Governance, and (ii) the Board may from time
to time by resolution establish and maintain other committees of the Board. Subject to applicable Laws and stock exchange regulations,
and subject to requisite independence requirements applicable to such committee, for so long as the Sponsor’s Percentage
Interest is greater than five percent (5%), PubCo shall take, and the Sponsor agrees with PubCo to take, all Necessary Action to
have at least one (1) Sponsor Director appointed to serve on each committee of the Board.


 


(e)           Compensation
and Benefits. For so long as any Sponsor Director serves as a director of PubCo, (i) PubCo shall provide such Sponsor
Director with the same expense reimbursement, benefits, indemnity, exculpation and other arrangements provided to the other directors
of PubCo, including, but not limited to: (A) coverage under directors’ and officers’ insurance policies maintained
by PubCo or any of its subsidiaries and (B) any reimbursement of reasonable out-of-pocket expenses incurred in connection
with their attendance at meetings of the Board and any committees thereof, including travel, lodging and meal expenses and (ii) PubCo
shall not amend, alter or repeal any right to indemnification, advancement of expenses or exculpation provided in the Organizational
Documents, indemnification agreement or otherwise that covers or benefits any Sponsor Director (except to the extent such amendment
or alteration permits PubCo to provide broader indemnification, advancement of expenses or exculpation rights than permitted prior
thereto).


 






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Section 2.2         PubCo
Cooperation. PubCo shall (and shall cause its subsidiaries to) cooperate in facilitating the nomination and designation rights
described in Section 2.1(a), including (i) taking all Necessary Action to nominate each Sponsor Director as part of
the slate that is included in any proxy statement (or similar document) of PubCo in respect of any Board Election Meeting (other
than, if applicable, when no Sponsor Director is allocated to the class of directors to be elected at such meeting), (ii) providing
the highest level of support for the election of each such Sponsor Director as PubCo provides to any other individual standing
for election as a director as part of PubCo’s slate of nominees, (iii) not nominating for any election a number of
director candidates (inclusive of Sponsor Directors standing for election) that exceeds the number of directorships to be elected
in such election.





 


ARTICLE III

GENERAL PROVISIONS


 


Section 3.1         Assignment;
Successors and Assigns; No Third Party Beneficiaries.


 


(a)            Except
as otherwise permitted pursuant to this Stockholders Agreement, no Party may assign such Party’s rights and obligations under
this Stockholders Agreement, in whole or in part, without the prior written consent of the other Parties. Any such assignee may
not again assign those rights, other than in accordance with this Article III. Any attempted assignment of rights or
obligations in violation of this Article III shall be null and void.


 


(b)            All
of the terms and provisions of this Stockholders Agreement shall be binding upon the Parties and their respective successors, assigns,
heirs and Representatives, but shall inure to the benefit of and be enforceable by the successors, assigns, heirs and Representatives
of any Party only to the extent that they are permitted successors, assigns, heirs and Representatives pursuant to the terms of
this Stockholders Agreement.


 


(c)            Nothing
in this Stockholders Agreement, express or implied, is intended to confer upon any Party, other than the Parties and their respective
permitted successors, assigns, heirs and Representatives, any rights or remedies under this Stockholders Agreement or otherwise
create any third party beneficiary hereto, except that the Sponsor Directors shall be third party beneficiaries of Section 2.1(e),
the Covered Persons shall be third party beneficiaries of Section 3.9, the Sponsor Indemnities and Indemnitee-Related
Entities shall be third party beneficiaries of Section 3.10 and the Related Persons shall be third party beneficiaries
of the Section 3.11, in each case entitle to enforce this Stockholders Agreement insofar as such Sections relate to
such Persons.


 


Section 3.2         Termination.
This Agreement shall not be effective until the Closing. Following the Closing, this Agreement shall terminate at such time as
the Sponsor is no longer entitled to any rights pursuant to Article II of this Agreement except for the provisions
set forth in Section 2.1(e), this Section 3.2 and Section 3.10. Notwithstanding anything herein
to the contrary, in the event the Merger Agreement terminates in accordance with its terms prior to the Closing, this Stockholders
Agreement shall automatically terminate and be of no further force or effect, without any further action required by the Parties.


 


Section 3.3          Severability.
If any provision of this Stockholders Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity,
the remaining provisions of this Stockholders Agreement, to the extent permitted by Law shall remain in full force and effect.


 






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Section 3.4          Entire
Agreement; Amendments; No Waiver.


 


(a)           This
Stockholders Agreement, together with the Exhibit to this Stockholders Agreement, constitute the entire agreement among the
Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements, understandings
and discussions, whether oral or written, relating to such subject matter in any way and there are no warranties, representations
or other agreements among the Parties in connection with such subject matter except as set forth in this Stockholders Agreement
and therein.


 


(b)           The
terms and provisions of this Agreement may be modified or amended only with the written approval of the PubCo and the Sponsor.


 


(c)            No
waiver of any provision or default under, nor consent to any exception to, the terms of this Stockholders Agreement shall be effective
unless in writing and signed by the Party to be bound and then only to the specific purpose, extent and instance so provided.


 


Section 3.5         Counterparts;
Electronic Delivery. This Stockholders Agreement and any other agreements, certificates, instruments and documents delivered
pursuant to this Stockholders Agreement may be executed and delivered in one or more counterparts and by fax, email or other electronic
transmission, each of which shall be deemed an original and all of which shall be considered one and the same agreement. No Party
shall raise the use of a fax machine or email to deliver a signature or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of a fax machine or email as a defense to the formation or enforceability of a
contract and each Party forever waives any such defense. The words “execution,” “signed,” “signature,”
 “delivery,” and words of like import in or relating to this Stockholders Agreement or any document to be signed in
connection with this Stockholders Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent
to conduct the transactions contemplated hereunder by electronic means.


 


Section 3.6          Notices.
All notices, demands and other communications to be given or delivered under this Stockholders Agreement shall be in writing and
shall be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or received
by email (with confirmation of transmission) prior to 5:00 p.m.  eastern time on a Business Day and, if otherwise, on the
next Business Day, (b) one (1) Business Day following sending by reputable overnight express courier (charges prepaid)
or (c) three (3) calendar days following mailing by certified or registered mail, postage prepaid and return receipt
requested. Unless another address is specified in writing pursuant to the provisions of this Section 3.6, notices,
demands and other communications shall be sent to the addresses indicated below


 






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	if to PubCo, prior to the Closing, to:
	 	
	 	Churchill Capital Corp. II
 640 Fifth
    Avenue, 12th Floor
 New York, NY 10019
 Attention:      Michael S. Klein
 Email:            michael.klein@mkleinandcompany.com
	 	 
	if to PubCo, following the Closing, to:
	 	 
	 	Skillsoft Corporation
	 	300 Innovative Way, Suite 201
	 	Nashua, New Hampshire 03602
	 	Attention:   Greg Porto
	 	E-mail: Greg.Porto@skillsoft.com
	 	 
	if to the Sponsor, to:
	 	 
	 	640 Fifth Avenue, 12th Floor
 New York,
    NY 10019
 Attention:      Michael S. Klein
 Email:            michael.klein@mkleinandcompany.com
	 	 
	with a copy (which shall not constitute notice) to:
	 	 
	 	Paul, Weiss, Rifkind, Wharton &
    Garrison LLP
 1285 Avenue of the Americas
 New York, NY 10023
 Attn:              Kenneth
    M. Schneider and Ross A. Fieldston
 E-mail:          kschneider@paulweiss.com
    and rfieldston@paulweiss.com




 


Section 3.7          Governing
Law; Waiver of Jury Trial; Jurisdiction. The Law of the State of Delaware shall govern (a) all Actions, claims or matters
related to or arising from this Stockholders Agreement (including any tort or non-contractual claims) and (b) any questions
concerning the construction, interpretation, validity and enforceability of this Stockholders Agreement, and the performance of
the obligations imposed by this Stockholders Agreement, in each case without giving effect to any choice of law or conflict of
law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of
the Law of any jurisdiction other than the State of Delaware. EACH PARTY TO THIS STOCKHOLDERS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING
IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS STOCKHOLDERS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED BY THIS STOCKHOLDERS AGREEMENT AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS STOCKHOLDERS AGREEMENT.
THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH SUCH PARTY’S LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES SUCH PARTY’S JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the Parties
submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, only if such court lacks jurisdiction,
the United States District Court for the District of Delaware (as applicable, the “Delaware Court”) and the
courts of appeal therefrom in any Action arising out of or relating to this Stockholders Agreement, agrees that all claims in
respect of the Action shall be heard and determined only in the Delaware Court agrees not to bring any Action arising out of or
relating to this Stockholders Agreement in any other courts. Each Party irrevocably consents to the service of process in any
such Action by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Party, at its address for
notices as provided in Section 3.6 of this Stockholders Agreement, such service to become effective ten (10) days
after such mailing, or in any other manner permitted by applicable Law. Each Party hereby irrevocably waives any objection to
such service of process and further irrevocably waives and agrees not to plead or claim in any Action commenced hereunder or under
any other documents contemplated hereby that such service of process was in any way invalid or ineffective. To the fullest extent
permitted by applicable Law, each of the Parties hereby irrevocably waives any objection it may now or hereafter have to the laying
of venue of any Action arising out of or relating to this Stockholders Agreement in the Delaware Court and hereby further irrevocably
waives and agrees not to plead or claim that the Delaware Court is not a convenient forum for any such Action. Each Party agrees
that a final judgment in any Action so brought shall be conclusive and may be enforced by suit on the judgment or in any other
manner provided by Law or at equity, in any jurisdiction.


 






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Section 3.8         Specific
Performance. Each Party hereby agrees and acknowledges that money damages and remedies at law would not be a sufficient remedy
if the Parties fail to comply with any of the obligations imposed on them by this Stockholders Agreement and that, in the event
of any such failure, an aggrieved Party will be irreparably damaged and will not have an adequate remedy at Law. Any such Party
shall, therefore, be entitled (in addition to any other remedy to which such Party may be entitled at Law or in equity) to injunctive
relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any Action should
be brought in equity to enforce any of the provisions of this Stockholders Agreement, none of the Parties shall raise the defense
that there is an adequate remedy at Law.


 


Section 3.9          Other
Business Opportunities.


 


(a)            The
Parties expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) each of the Sponsor and
the Founder Holders (including (A) their respective Affiliates, (B) any portfolio company in which they or any of their
respective investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective
limited partners, non-managing members or other similar direct or indirect investors) and the Sponsor Directors (collectively,
the “Covered Persons”) has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to,
directly or indirectly engage in and possess interests in other business ventures of every type and description, including those
engaged in the same or similar business activities or lines of business as PubCo or any of its subsidiaries or deemed to be competing
with PubCo or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder
of any other Person, with no obligation to offer to PubCo or any of its subsidiaries the right to participate therein; (ii) each
of the Covered Persons may invest in, or provide services to, any Person that directly or indirectly competes with PubCo or any
of its subsidiaries; and (iii) in the event that any of the Covered Persons acquires knowledge of a potential transaction
or matter that may be a corporate or other business opportunity for PubCo or any of its subsidiaries, such Person shall have no
duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to PubCo or any of its subsidiaries
and, notwithstanding any provision of this Stockholders Agreement to the contrary, shall not be liable to PubCo or any of its subsidiaries
for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues
or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to PubCo
or any of its subsidiaries. For the avoidance of doubt, the Parties acknowledge that this paragraph is intended to disclaim and
renounce, to the fullest extent permitted by applicable law, any right of PubCo or any of its subsidiaries with respect to the
matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent
permitted by law.


 






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(b)          PubCo
hereby, to the fullest extent permitted by applicable law:


 


(i)            confirms
that none of the Sponsor or the Founder Holder or any of their respective Affiliates have any duty to PubCo or any of its subsidiaries
other than the specific covenants and agreements set forth in this Stockholders Agreement;


 


(ii)           acknowledges
and agrees that (A) in the event of any conflict of interest between PubCo or any of its subsidiaries, on the one hand, and
any of the Sponsor or the Founder Holder or any of their respective Affiliates, on the other hand, the Sponsor, the Founder Holder
or applicable Affiliates may act in its best interest and (B) none of the Sponsor, the Founder Holder or any of their respective
Affiliates or any Sponsor Director acting in his or her capacity as a director shall be obligated (1) to reveal to PubCo or
any of its subsidiaries confidential information belonging to or relating to the business of the Sponsor, the Founder Holder or
any of their respective Affiliates or (2) to take any action in its capacity as a direct or indirect stockholder of PubCo,
as the case may be, that prefers the interest of PubCo or its subsidiaries over the interest of such Person in such capacity; and


 


(iii)          waives
any claim or cause of action against the Sponsor, the Founder Holder and any of their respective Affiliates, and any officer, employee,
agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or
obligation disclaimed under Section 3.9(b)(i) or Section 3.9(b)(ii).


 


(c)          Each
of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 3.9
shall not apply to any alleged claim or cause of action against any of the Sponsor or the Founder Holder based upon the breach
or nonperformance by such Person of this Stockholders Agreement or any other agreement to which such Person is a party.


 






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Section 3.10        [Reserved.]


 


Section 3.11        No
Third Party Liabilities. This Stockholders Agreement may only be enforced against the named parties hereto. All claims or
causes of action (whether in contract or tort) that may be based upon, arise out of or relate to any of this Stockholders Agreement,
or the negotiation, execution or performance of this Stockholders Agreement (including any representation or warranty made in
or in connection with this Stockholders Agreement or as an inducement to enter into this Stockholders Agreement), may be made
only against the Persons that are expressly identified as parties hereto, as applicable; and no past, present or future direct
or indirect director, officer, employee, incorporator, member, partner, stockholder, Affiliate, portfolio company in which any
such Party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), agent, attorney or
Representative of any Party hereto (including any Person negotiating or executing this Stockholders Agreement on behalf of a Party
hereto) (collectively, “Related Parties”), unless a Party to this Stockholders Agreement, shall have any liability
or obligation with respect to this Stockholders Agreement or with respect any claim or cause of action (whether in contract or
tort) that may arise out of or relate to this Stockholders Agreement, or the negotiation, execution or performance of this Stockholders
Agreement (including a representation or warranty made in or in connection with this Stockholders Agreement or as an inducement
to enter into this Stockholders Agreement).


 





Section 3.12        Adjustments.
If there are any changes in the Common Stock as a result of stock split, stock dividend, combination or reclassification, or through
merger, consolidation, recapitalization or other similar event, appropriate adjustment by the Parties shall be made in the provisions
of this Stockholders Agreement, as may be required, so that the rights, privileges, duties and obligations under this Stockholders
Agreement shall continue with respect to Common Stock as so changed.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, each of the Parties has
duly executed this Stockholders Agreement as of the Effective Date.


 


	 	PUBCO:
	 	 
	 	 
	 	CHURCHILL CAPITAL CORP II
	 	 
	 	 
	 	By:	/s/ Peter Seibold
	 	 	Name: Peter Seibold
	 	 	Title: Chief Financial Officer






 


 


	 	SPONSOR:
	 	 
	 	 
	 	CHURCHILL SPONSOR II, LLC
	 	 
	 	 
	 	By:	/s/ Jay Taragin
	 	 	Name: Jay Taragin
	 	 	Title: Chief Financial Officer






 


[Signature
Page to Stockholders Agreement]


 



    


     


    

 


	 	FOUNDER HOLDERS:
	 	 
	 	 
	 	/s/ Michael Klein
	 	Michael Klein




 


[Signature
Page to Stockholders Agreement]