FULLY_SIGNED_SA1_AMD3.pdf

Skillsoft (US) LLC MCSA0088, Service Attachment 1, Amendment 3 Page 1 of 7

Version 7/23

SKILLSOFT (US) LLC

MASTER CLOUD SERVICE AGREEMENT (MCSA0088)

SERVICE ATTACHMENT 1

AMENDMENT 3

This Amendment 3 to Service Attachment 1 of contract #MCSA0088 (the “Amendment”) effective as of July 1, 2025 (the “Effective Date”) is between the State of Ohio, Department of Administrative Services (the “State”) and Skillsoft (US) LLC (the “Contractor”). This Amendment changes the terms of Master Cloud Service Agreement (MCSA0088) (the “Agreement”).

WHEREAS, the State and Contractor entered into the Agreement on July 1, 2020 and Service Attachment 1 on July 1, 2020; and

WHEREAS, the State and Contractor determined that an amendment is necessary to address certain revisions to the Agreement.

NOW, THEREFORE, the Agreement is amended as of the Effective Date as follows:

1. In Service Attachment 2, Section 2, Services, subsection Bundle Licenses table, delete it in its entirety and replace it with the following:

BUNDLE LICENSE

Service Authorized

Audience License Term Annual Fee

Percipio Skillsoft Expert 3.0

Enterprise July 1, 2025 – June 30, 2027 Bundled price, see below

Percipio Skillsoft Leadership Development Program (Sldp)

Enterprise July 1, 2025 – June 30, 2027 Bundled price, see below

Percipio LMS Connector

1 Connector July 1, 2026 – June 30, 2027 Bundled price, see below

On-Demand Service (4Credits per Subscriber for DAS OIT and

DAS HRD)

July 1, 2025 – June 30, 2026 $0 (Promotional item from Skillsoft) *

* The On-Demand Service (4 credits per Subscriber for DAS OIT and DAS HRD) is provided by Contractor to Subscriber on a promotional basis at no additional cost to customer for Year 1 only.

2. In Service Attachment 2, Section 2 Services, add the following new subsection:

On-Demand Service. The On-Demand Service as set forth in the License Bundle herein will be performed in accordance with the description set forth in the On-Demand Services Exhibit attached hereto as Exhibit B, and incorporated herein.

3. In Service Attachment 2, Section 3, License Fees and Commitment, delete the table in its entirety and replace it with the following:

Year/Term Annual Bundle License Fees for Services Y1 (July 1, 2025 – June 30, 2026) $296,809.00*

Docusign Envelope ID: 69796580-26C5-4A93-A1FF-C349E2C4BD65

Skillsoft (US) LLC MCSA0088, Service Attachment 1, Amendment 3 Page 2 of 7

Y2 (July 1, 2026 – June 30, 2027) $296,809.00* Total $593,618.00

*For purposes of clarification, the license fees above reflect the total Commitment Fees for the applicable Order Forms for DAS-OIT ($89,042.70 per annual license term) and DAS-HRD ($207,766.30 per annual license term) written to this Service Attachment.

4. In Service Attachment 1 of the Agreement, Section 3, ADDITIONAL DEFINITIONS—Add the following definition:

Percipio Skillsoft Expert 3.0 is a package of selected assets in the area of business, productivity and collaboration, digital transformation, technology and developer and a collection of interactive, hands-on practice environments in 15 programming languages across multiple domains. Skillsoft reserves the right to modify, restrict, or update any content contained in Skillsoft Expert 3.0 throughout the term of this Order Form.

This Amendment shall become effective as of the date of the State’s signature and shall remain in full force and effect for the term of the Agreement. Except as modified by this Amendment, all other terms, conditions and pricing of the Agreement shall remain the same and in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates appearing below.

SKILLSOFT (US) LLC STATE OF OHIO

DEPARTMENT OF ADMINISTRATIVE SERVICES

By: By:

Name: Name: Kathleen C. Madden

Title: Title: Director

Date: Date:

Docusign Envelope ID: 69796580-26C5-4A93-A1FF-C349E2C4BD65

6/13/2025

Tom Infantino

SVP Sales

Skillsoft (US) LLC MCSA0088, Service Attachment 1, Amendment 3 Page 3 of 7

EXHIBIT B:

SKILLSOFT ON-DEMAND SERVICES EXHIBIT

In this Exhibit B, Contractor is referred to as Skillsoft and Subscriber as Customer.

BACKGROUND

The focus of the On-Demand Services subscription is to help Customer optimize the investment in Skillsoft learning products and technologies by expanding tactical and strategic capabilities and proficiencies.

Skillsoft resources can engage with Customer to consult on common subject matters and/or assist with elements of learner experience and site configuration, program promotion, reporting, compliance administration, and platform training and administration.

SCOPE AND APPROACH

Scope

The scope of this Exhibit is limited to providing direct access to Skillsoft Professional Services resources for the License Term set forth in the Order Form. On-Demand Services subscription provides deliverables and/or engagements on a “credit” basis, with each deliverable/engagement consuming a specific number of credits (2, 4, 6, or 8 credits). Each option is pre-scoped to consume credits based on complexity of the deliverable/engagement, unless otherwise noted.

Deliverables/engagement options and associated credits are listed below.

Skillsoft may adjust the On-Demand Services offering listed in the table below once per year. In the event that Skillsoft adjusts the offering, Skillsoft will notify via email the new offerings available.

Business Need Service Type 2 Credits 4 Credits 6 Credits 8 Credits

OPERATIONAL

Reporting administration

Ad hoc - one time with training

Customized reports (up to 4)

Customized reports (up to 8)

Customized reports (up to 12)

Hosted custom content publishing

Bulk publishing administration (up to 20 custom course files)

Bulk publishing administration (up to 500 custom course files)

Services designed to provide administrative support and resourcing for key activities such as one-time administration projects and hosted custom content publishing services. Ad hoc -

Learning Administration (short-term projects)

To support short-term administrative projects such as: bulk user updates, Percipio Live (ILT) Bulk uploads, user clean-up, library maintenance projects, configuration of reports.

Please note: For long-term/monthly engagements, please see your Account Team for more information.

PLATFORM

Skillsoft Platform Consultants will coach, train, and advise your

Percipio custom integration maintenance

Annual maintenance for custom Percipio integration

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Administrators on the ways to function within the platform and leverage best practices. Where your resources are tight, Platform Consultants will help you get important platform projects completed.

Core Platform training and guidance

Platform guidance & training Focused guidance on Platform best practices, including configuration of multi-site set up (up to 8 hours in 3 months)

Platform consulting Coach, train, and advise customer administrators on Percipio functionality and best practices (up to 24 hours in 3 months)

Business Need Service Type 2 Credits 4 Credits 6 Credits 8 Credits

STRATEGY

Skillsoft Professional Services Learning Consultants leverage a wide range of experience in instructional design, learning and talent development to assist you in crafting a learning strategy.

Ad hoc - Learning Consultation (short-term projects)

Short-term, learning consultation by a specialist for: Content Curation;

Metrics and Measurement Dashboards; Blended Learning, Program, and Curriculum Design; Learning Strategy.

Professional Services will assess each request and confirm in writing (via email) to you the required credits needed to fulfill requests.

PROGRAM

Communication support

Program launch support (4 communication pieces)

Tailored communication/ marketing or emails (up to 6 pieces)

Skillsoft Professional Services Consultants will help you to support learning programs through curation, effective launch strategy, communications, and program impact assessment.

Program launch, administration, and impact

Program kick-start with communications and live virtual kick-off sessions

Learner Program Impact Assessment (up to 4)

Creation of Learning Paths (up to 6 with up to 5 targeted assets, reflection questions, and application activities)

Business Need Service Type 2 Credits 4 Credits 6 Credits 8 Credits

COMPLIANCE

Skillsoft Consultants and Administrators help you launch, Purposeful Process:

Establish processes capable of delivering

Tailored compliance Learning Program Survey with recommendations (one time only)

Percipio Compliance Admin Support:

coaching on configuration, attestation, etc.

Compliance platform consulting: coach, train, and advise administrators on Percipio

Compliance learning program consulting: coach and advise on learning program design, strategy, Skillsoft (US) LLC MCSA0088, Service Attachment 1, Amendment 3 Page 5 of 7 learning that is effective and efficient for compliance

Percipio Compliance Admin training (up to 8 hours, not to exceed 3 months)

(up to 16 hours, not to exceed 3 months) functionality and best practices (up to 24 hours, not to exceed 3 months) and best practices for capable process (up to 48 hours, not to exceed 3 months)

New Program Request: align and plan "Phone a Friend” (up to 4 courses)

Content configuration (up to 10 Skillsoft courses in Percipio)

Program Content Preparation:

Prepare content required to launch and deliver compliance learning programs

Certitude administration (up to 10 questions)

Tailored communications or email notifications for Percipio Compliance (up to 6 assets)

Program administration & awareness:

Communicate availability and requirements

Campaign kick-off and Program launch support (one initiative only)

Learning Admin for compliance (up to 40 hours, not to exceed 3 months)

Learning Admin for compliance (up to 60 hours, not to exceed 4 months)

Learning Admin for compliance (up to 80 hours, not to exceed 4 months)

Set up audience with assignment (up to 3 audiences)

Content Deployment:

Launch programs for use by learners

Program Deployment Plan & Readiness Check or “Phone a Friend’ support (up to 8 hours, not to exceed 3 months)

Basic program deployment (up to 2 courses)

Complex program deployment (up to 6 courses)

Reports with exceptions (up to 4 reports)

Compliance reporting & support:

Provide data required to manage performance

Ad-hoc Compliance program reporting (with exceptions) (one time only)

Campaign management (for 3 periods)

Compliance consolidation reporting (up to 6 reports)

Customized reports (up to 12) or tailored dashboard manage and track your most important compliance initiatives across all stages of the compliance learning life cycle.

Ad hoc:

Learning Consultation (short-term projects)

Short-term, learning consultation by a specialist for: metrics, dashboards, site configuration, learner management, content management, site maintenance, administration, course uploads, batch tasks, multi-site configuration, program management support, audiences, assignments, and post-implementation support. Professional Services will assess each request and confirm in writing (via email) to you the required credits needed to fulfill requests.

All services will require a minimum of two (2) credits to engage Professional Services will assess each request and confirm in writing (via email) to the Customer the required credits needed to fulfill requests.

Changes in scope may result in a need for additional credits, which will be mutually agreed upon in

Skillsoft (US) LLC MCSA0088, Service Attachment 1, Amendment 3 Page 6 of 7 advance, and shall be memorialized in a duly executed Change Order as set forth in Section 3 below.

Duration and Effort – Services are based on written Customer requests and must be used within the annual term of the agreement. The Customer shall not be entitled to any refund if the allotment of purchased credits is not used during the applicable annual license term, and in no event will any unused credits be rolled over to the next Annual License Term. Any paid but unused credits at the end of the Annual License Term will be forfeited by the Customer.

Approach – The Skillsoft Professional Services Consultant will seek confirmation in writing of used credits, project priorities, milestones, schedule, and objectives. The Professional Services Consultant shall confirm the remaining credits before each project commences.

Assumptions

• Customer will ensure access to all individuals whose input is critical to the work requested and will provide timely reviews of all project deliverables.

• Skillsoft Program manager will delegate certain tasks or projects to support personnel based on availability, special skills or knowledge in order to fulfill service commitments within the scope of this On Demand Services subscription.

• Adherence to the limits of service capacity, scope, and schedule shall be managed jointly by the Customer and Skillsoft’s Program Manager through documentation of credit availability and consumption.

• Customer must ensure all learners have access to the linked documents/sites.

• All files supplied by Customer is the intellectual property of Customer or in the public domain.

Customer has received expressed written permission from the content owner to include any copyrighted materials.

• All custom content supplied by Customer is the intellectual property of Customer or in the public domain. Customer has received expressed written permission from the content owner to include any copyrighted materials in the courses.

• All custom content supplied by Customer will be used “as is.” Any modifications required to any documents are outside of the scope of this customization and must be addressed in a separate Statement of Work.

• Hosted Custom Content Publishing Services do not guarantee Section 508 compliance of the platform or content.

• Services and deliverables will be provided in English only.

CHANGE PROCESS

Any changes to Section 2 above will be documented in a change order document (the “Change Order”).

The Change Order shall document the change in services and a fee estimate. Implementation of the change shall be factored into the initial project plan and a modified completion date for the services will be detailed, if necessary. Any changes must be memorialized in a duly executed Change Order before such changes are implemented.

TRAVEL AND EXPENSES

This On-Demand Services subscription does not require Skillsoft resources to be resident on the Customer’s site. However, should there be travel or miscellaneous expenses incurred in providing this service, these additional costs will be approved by the Customer in advance, and will be invoiced to the Customer as incurred and are payable net 30 days from date of invoice. No travel charges shall be billed to Customer without Customer’s express written approval of the need for travel (email will suffice).

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SUMMARY OF AMENDMENTS

Amendment Number

Effective Date Description

3 Pending Update pricing and products.

2 1/22/2025 Add product and pricing for Precipio LMS Connector and Percipio LMS Implementation.

1 2/24/2022 Amendment 1 updates the Contractor name, and Skillsoft Products and pricing for periods of performance from July 1, 2022 through June 30, 2025.