Exhibit 10.12


 





INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
is entered into and effective as of June 11, 2021, by and between Skillsoft Corp., a Delaware corporation (the “Company”),
and Helena B. Foulkes (“Indemnitee”).


 


RECITALS


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate
itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect
subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law (whether partial
or complete);


 


WHEREAS, this Agreement is a supplement to
and in furtherance of the Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”)
of the Company and any resolutions adopted pursuant thereto, as well as any rights of Indemnitees under any directors’ and officers’
policies of liability insurance, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 


WHEREAS, Indemnitee may not be willing to
serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve
in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company
on the condition that Indemnitee be so indemnified; and


 


NOW, THEREFORE, in consideration of the premises
and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


1.             SERVICES
TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee agrees to serve or continue
to serve as an officer, director, advisor, key employee or any other capacity of any member of the Company Group, as applicable, for
so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve
as a director, officer, advisor, key employee or in any other capacity of any member of the Company Group, as provided in Section 18.
This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company
Group beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.


 






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2.             DEFINITIONS.
As used in this Agreement:


 


(a)              
 References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a
director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture,
trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the
Company.


 


(b)           The
terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3
promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


(c)           A
 "Change in Control" shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the
following events:


 


(i)          Acquisition
of Stock by Third Party. Any Person (as defined below) (who is not such on or prior to the date of this Agreement) becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power
of the Company's then outstanding securities unless the change in relative Beneficial Ownership of the Company's securities by any Person
results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election
of directors;


 


(ii)         Change
in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement)
individuals who, as at the beginning of such period, constitute the Board, and any new director whose appointment by the Board or nomination
for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office
who were directors on the date hereof or whose appointment or nomination for election was previously so approved, cease for any reason
to constitute a majority of the members of the Board;


 


(iii)        Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting securities of the Surviving Entity (as defined below)) more
than 50% of the combined voting power of the voting securities of the Surviving Entity outstanding immediately after such merger or consolidation
and with the power to elect at least a majority of the board of directors or other governing body of such Surviving Entity;


 


(iv)        Liquidation or Sale. (i) The approval by the stockholders of the Company of a complete liquidation of the Company or (ii)
the consummation of the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all
of the Company's assets; and


 


(v)        Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act
(as defined below).


 






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(d)           “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner,
manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person
is or was serving at the request of the Company or such Enterprise.


 


(e)           “Delaware Court” shall mean the Court of Chancery of the State of Delaware.


 


(f)            “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding
(as defined below) in respect of which indemnification is sought by Indemnitee.


 


(g)           “Enterprise” shall mean the Company and any other corporation, predecessor corporation or constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries)
is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee
is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee
or agent.


 


(h)           “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(i)            “Expenses”
shall include all direct and indirect costs, fees, losses and expenses of any type or nature whatsoever, including, without
limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees,
travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual
or deemed receipt of any payments under this Agreement, excise taxes or penalties, fines, judgments (provided, however, that excise
taxes or penalties, fines and judgments shall not be deemed Expenses in connection with any derivative action by the Company to
procure a judgment in its favor), fax transmission charges, secretarial services and all other disbursements, obligations or
expenses in connection with, or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or
preparing to be a deponent or witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below),
including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or
any third party. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding (as
defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond,
supersedeas bond, or other appeal bond or its equivalent, (ii) Expenses incurred in connection with recovery under any
directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee is
ultimately determined to be entitled to such indemnification, advancement or Expenses or insurance recovery, as the case may be, and
(iii) for purposes of Section 15(e) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or
defense of Indemnitee's rights under this Agreement, the Charter, the Bylaws or under any directors’ and officers’
liability insurance policies maintained by the Company, by litigation or otherwise. The parties agree that for the purposes of any
advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses
included in such demand that are certified by affidavit of Indemnitee's counsel as being reasonable in the good faith judgment of
such counsel shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by
Indemnitee or the amount of judgments or fines against Indemnitee incurred in any Proceeding by or in the right of the Company.


 






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(j)            References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references
to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary
of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to
an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to
have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


(k)           “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters
of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person
who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either
the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(l)            The
term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on
the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as
defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company
or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan
of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 






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(m)          The
term “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross claim,
arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional
tort claims), criminal, administrative, legislative, regulatory or investigative (formal or informal) or related nature, including any
appeal therefrom, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise
by reason of the fact of Indemnitee’s Corporate Status, by reason of any action taken by Indemnitee (or failure to take action
by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while action pursuant to Indemnitee’s Corporate
Status, in each case whether or not serving in such capacity (or any other capacity) at the time any liability or expense is incurred
for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement but shall not include any Enforcement
Proceeding pursuant to Section 15. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution
of a Proceeding, this shall be considered a Proceeding under this paragraph.


 


(n)           The
term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership,
joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by that Person.


 


(o)           "Surviving Entity" shall mean the surviving entity in a merger or consolidation or any entity that controls, directly
or indirectly, such surviving entity.


 


3.             INDEMNITY
IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended or
interpreted, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3
if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding,
other than a Proceeding by or in the right of the Company to procure a judgment in its favor, by reason of Indemnitee’s Corporate
Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses (including all
interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and,
in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The parties hereto
intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted
by statute, including, without limitation, any indemnification provided by the Charter, the Bylaws, or vote of the Disinterested Directors.


 






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4.             INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company
shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or
is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the
Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall
be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for
Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged
by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding
was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.


 


5.             INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this
Agreement except for Section 28, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to
(or a participant in) and is successful, on the merits or otherwise, in defending any Proceeding or in defense of any claim, issue or
matter therein, in whole or in part, the defending Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection therewith.
If Indemnitee is not wholly successful in defense of such Proceeding (or part thereof) but is successful, on the merits or otherwise,
in defense of one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted
by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter. If Indemnitee is not
wholly successful in defense of such Proceeding (or part thereof), the Company also shall, to the fullest extent permitted by applicable
law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter
related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result
as to the defense of such claim, issue or matter.


 


6.             INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 28, to the extent that
Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent, or otherwise asked to participate, in any
Proceeding to which Indemnitee was not or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent
permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection therewith.


 






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7.             PARTIAL
INDEMNIFICATION. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a
portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.


 


8.             ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 28,
the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee
is a party to or threatened to be made a party to any Proceeding against all Expenses and judgments, fines, penalties and amounts paid
in settlement in any Proceeding by or in the right of the Company to procure a judgment in its favor (including all interest, assessments
and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in
settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 


9.             CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.


 


(a)           To
the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in
this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding
harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments,
liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without
requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have
at any time against Indemnitee.


 


(b)           The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(c)           The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may
be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 


10.           EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to
make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


(a)           for
which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement
provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement,
other indemnity or advancement provision or otherwise; or


 


(b)           for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; provided
that indemnification shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits
from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law.


 






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11.           ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


(a)            Notwithstanding
any provision of this Agreement to the contrary, except for Section 28, and to the fullest extent not prohibited by applicable law, the
Company shall pay the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding)
within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior
to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances
shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without
regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement.
Advances shall include any and all reasonable Expenses incurred pursuing an Enforcement Proceeding (assuming for this purpose all references
to a “Proceeding” in the definition of Expenses were deemed related to an Enforcement Proceeding), including Expenses incurred
preparing and forwarding statements to the Company to support the advances claimed. This Agreement shall constitute Indemnitee’s
undertaking to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified,
held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable
law or otherwise, but only if such an undertaking is required by applicable law. This Section 11(a)
shall not apply to any Proceeding for which indemnity is not permitted under Section 10 of this Agreement, but shall apply to any Proceeding
referenced in Section 10(b) prior to a final determination that Indemnitee is liable therefor. 


 


(b)           The Company will be entitled to participate in the Proceeding at its own expense.


 


(c)            The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, liability,
fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.


 






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12.           PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a)           Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification,
hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company
shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.


 


(b)           Indemnitee
may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement.
Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his sole discretion. Following
such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according
to Section 13(a) of this Agreement.


 


13.           PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


(a)           A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made
in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy
of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of
the Disinterested Directors, even though less than a quorum of the Board, or (C) if so requested by Indemnitee, by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing
with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis
for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable
attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


(b)           In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 13(a) hereof,
the Independent Counsel shall be selected as provided in this Section 13(b). The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the
requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected
by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so
selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as
defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days
after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a
written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement,
and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the
person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel
so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction
has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request
for indemnification pursuant to Section 12(b) hereof, no Independent Counsel shall have been selected and not objected to, either
the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company
or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person
selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall
act as Independent Counsel under Section 13(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant
to Section 15(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional conduct then prevailing).


 






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(c)           The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


(d)           If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and
only the disputed portion withheld pending resolution of any such dispute.


 


14.           PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a)            In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such
determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this
Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 12(b) of this Agreement, and the
Company shall, to the fullest extent not prohibited by law have the burden of proof to overcome that presumption in connection with
the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company
(including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any
action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel)
that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct.


 






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(b)              
If the person, persons or entity empowered or selected under Section 13 of this Agreement to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the
requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and
Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however,
that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or
entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto.


 


(c)              
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(d)              
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise,
its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records
given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing
member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee
of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 14(d) shall not be
deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable
standard of conduct set forth in this Agreement.


 






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(e)              
 The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under
this Agreement.


 


15.           REMEDIES
OF INDEMNITEE.


 


(a)              
In the event that (i) a determination is made pursuant to Section 13 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 11 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 13(a)
of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Section 5, 6, 8 or the last sentence of Section 13(a) of this Agreement within ten (10) days after receipt by
the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 9 of this Agreement,
(vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has
been made that Indemnitee is entitled to indemnification, (vii) the Company or any other person takes or threatens to take any action
to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover
from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder or (viii) payment to Indemnitee pursuant
to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee
shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement
rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware
law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration. Such adjudication or arbitration proceeding is referred to herein as “Enforcement
Proceeding.”


 


(b)              
In the event that a determination shall have been made pursuant to Section 13(a) of this Agreement that Indemnitee is not entitled
to indemnification, any Enforcement Proceeding shall be conducted in all respects as a de novo trial, or arbitration, on the merits and
Indemnitee shall not be prejudiced by reason of that adverse determination.


 


(c)               In
any Enforcement Proceeding, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive
advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be
indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to
or introduce into evidence any determination pursuant to Section 13(a) of this Agreement adverse to Indemnitee for any purpose. If
Indemnitee commences an Enforcement Proceeding, Indemnitee shall not be required to reimburse the Company for any advances pursuant
to Section 11 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all
rights of appeal have been exhausted or lapsed).


 






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(d)              
If a determination shall have been made pursuant to Section 13(a) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in Enforcement Proceeding, absent (i) a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request
for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(e)              
The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in Enforcement Proceeding that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest
extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement
or defense of Indemnitee's rights under this Agreement by litigation or otherwise asserted by Indemnitee in good faith because the cost
and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder.


 


(f)               
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against any and all Expenses (assuming
for purposes of this sentence that all references to a Proceeding in the definition of Expenses were references to an Enforcement Proceeding)
and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee,
to the fullest extent permitted by applicable law, such Expenses which are incurred by or on behalf of Indemnitee in connection with any
Enforcement Proceeding brought by Indemnitee: (i) to enforce his rights under, or to recover damages for breach of, this Agreement or
any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter, or the Bylaws
now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee,
regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration
right, advancement, contribution or insurance recovery, as the case may be (unless such Enforcement Proceeding was not brought by Indemnitee
in good faith).


 


(g)              
Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies,
holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing
with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement
of any Expenses and ending with the date on which such payment is made to Indemnitee by or on behalf of the Company.


 






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16.           SECURITY. Notwithstanding anything herein to the contrary, except for Section 28, to the extent requested by Indemnitee
and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations
hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee,
may not be revoked or released without the prior written consent of Indemnitee.


 


17.           NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.


 


(a)              
The rights of Indemnitee as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors,
or otherwise and (ii) shall be interpreted independently of, and without reference to, any other such rights to which Indemnitee may at
any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or
completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s
Corporate Status prior to such amendment, alteration or repeals, except as may otherwise be expressly set forth in such amendment, alteration
or repeals and mutually agreed by Indemnitee and the Company. To the extent that a change in applicable law, whether by statute or judicial
decision, permits greater indemnification, hold harmless or exoneration rights or advancement of expenses than would be afforded currently
under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or remedy.


 


(b)               The
Delaware General Corporation Law (the “DGCL”), the Charter and the Bylaws permit the Company to purchase and
maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund,
letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability
asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent
of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify
Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The
purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and
obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery
of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or
the other party or parties thereto under any such Indemnification Arrangement.


 






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(c)              
To the extent that any member of the Company Group maintains an insurance policy or policies providing liability insurance for
directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company Group or of any
other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing
member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding
as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth
in the respective policies. The Company shall thereafter take or cause to be taken all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 


(d)              
In the event of any payment made by the Company under this Agreement, the Company, to the fullest extent permitted by law, shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and
take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.


 


(e)              
The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was
serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent
of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration
payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except
for Section 28, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless,
exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the
Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its
obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement,
hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


(f)                To
the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance from other Persons (collectively, the
 “Other Indemnitors”), (i) the Company shall be the indemnitor of first resort (i.e., that its obligations to
Indemnitee are primary and any obligation of the Other Indemnitors, as applicable, to advance expenses or to provide indemnification
for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) the Company shall be required to advance the full
amount of expenses incurred by Indemnitee and shall be liable for the full amount of all claims, liabilities, damages, losses, costs
and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal
or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) to the extent legally
permitted and as required by the terms of this Agreement, the Company’s organizational documents or other agreement, without
regard to any rights Indemnitee may have against the Other Indemnitors, as applicable, and (iii) the Company irrevocably waives,
relinquishes and releases the Other Indemnitors, as applicable, from any and all claims against them for contribution, subrogation
or any other recovery of any kind in respect thereof. No advancement or payment by the Other Indemnitors, as applicable, on behalf
of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing,
and the Other Indemnitors and its affiliates, as applicable, shall have a right of contribution and be subrogated to the extent of
such advancement or payment to all of the rights of recovery of Indemnitee against the Company.


 






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18.           DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as
a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent
of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the
request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding or Enforcement
Proceeding (including any rights of appeal thereto) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting
in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under
this Agreement.


 


19.           SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for
any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary
to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested thereby.


 


20.           ENFORCEMENT
AND BINDING EFFECT.


 


(a)               The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in
order to induce Indemnitee to serve as a director, officer or key employee of the Company Group, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company Group.


 






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(b)              
Without limiting any of the rights of Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to
time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


(c)              
The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted
assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Company, but subject to such successor’s compliance with Section 20(d)), shall continue as to an Indemnitee
who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of
Indemnitee and Indemnitee’s spouse, permitted assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(d)              
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.


 


(e)              
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties
hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive
relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive
relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may
be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such
specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions,
without the necessity of posting bonds or other security in connection therewith. The Company acknowledges that in the absence of a waiver,
a bond or other security may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement
of such a bond or other security to the fullest extent permitted by law.


 


21.           MODIFICATION
AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the
Company and Indemnitee. No waiver of any provision of this Agreement shall be enforceable unless in writing and signed by the party
against whom it is to be enforced. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 






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22.           NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or
(ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


(a)              
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide
in writing to the Company.


 


(b)              
If to the Company, to:


 


Skillsoft Corporation

300 Innovative Way, Suite 201

Nashua, New Hampshire 03062

Attention:       Sarah Hilty

E-mail:           Sarah.Hilty@skillsoft.com


 


With a copy, which shall not constitute notice, to


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention:       Jackie Cohen


Mariel E. Cruz


E-mail:           Jackie.Cohen@weil.com


Mariel.Cruz@weil.com


 


or to any other address as may have been furnished to Indemnitee in
writing by the Company.


 


23.          Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement
is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount
incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable
in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee
as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and
its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 






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24.           APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 15(a) of this Agreement, to the fullest extent permitted
by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or
in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United
States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes
of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any
such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or
proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to
a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection
with any such action or proceeding in the manner provided by Section 22 or in such other manner as may be permitted by law, shall be
valid and sufficient service thereof.


 


25.           IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by
the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


26.           MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.


 


27.           ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other
procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other
procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


28.           MAINTENANCE
OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for
which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance
companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the
Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under
such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the
Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties hereto have caused
this Indemnity Agreement to be signed as of the day and year first above written.


 





	 	SKILLSOFT CORP.
	 	 
	 	By:	/s/ Jeffrey R. Tarr
	 	 	Name:	Jeffrey R. Tarr
	 	 	Title:	Chief Executive Officer



 


	 	INDEMNITEE
	 	 
	 	By:	/s/ Helena B. Foulkes
	 	 	Name:	Helena B. Foulkes
	 	 	Title:	Director



 


[Signature Page to Indemnity Agreement]