CREDIT AGREEMENT Dated as of March 12, 2021 among KNOWBE4, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer,Credit Agreement • May 26th, 2021 • KnowBe4, Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT is entered into as of March 12, 2021, among KNOWBE4, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
KNOWBE4, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2021 • KnowBe4, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between KnowBe4, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER between ORANJE HOLDCO, LLC, ORANJE MERGER SUB, INC. and KNOWBE4, INC. Dated as of October 11, 2022Merger Agreement • October 13th, 2022 • KnowBe4, Inc. • Services-computer programming, data processing, etc. • Delaware
This agreement and plan of merger (this “Agreement”) is made and entered into as of October 11, 2022, by and among Oranje Holdco, LLC, a Delaware limited liability company (“Parent”), Oranje Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and KnowBe4, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party” and collectively as the “Parties.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
SUPPORT AGREEMENTSupport Agreement • October 13th, 2022 • KnowBe4, Inc. • Services-computer programming, data processing, etc. • Delaware
This Support Agreement (this “Agreement”), dated as of October 11, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the “Company”), Sjouwerman Enterprises Limited Partnership (“Sjouwerman Enterprises”) and, except with respect to Sections 2, 4.5 and 4.6 herein, Sjoerd Sjouwerman (“Stockholder Investor” and, except with respect to Sections 2, 4.5 and 4.6 herein (in which case, “Stockholder” shall only refer to Sjouwerman Enterprises), together with Sjouwerman Enterprises, the “Stockholder”) and Oranje Holdco, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 19th, 2021 • KnowBe4, Inc. • Services-computer programming, data processing, etc. • Florida
THIS FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 26, 2020 (the “Effective Date”), by and between KNOWBE4, INC., a Delaware corporation (the “Company”), and SHRIKRISHNA VENKATARAMAN, an individual (the “Executive”). This Agreement amends, restates, and supersedes in its entirety that certain Executive Employment Agreement, dated April 5, 2018, as amended by Amendment No. 1 to Executive Employment Agreement dated August 14, 2019 (collectively, the “Prior Employment Agreement”), between the Executive and the Company.
SUPPORT AGREEMENTSupport Agreement • December 8th, 2022 • KnowBe4, Inc. • Services-computer programming, data processing, etc. • Delaware
This Support Agreement (this “Agreement”), dated as of December 8, 2022, is entered into by and among KnowBe4, Inc., a Delaware corporation (the “Company”), and Kevin Mitnick as trustee of the Kevin Mitnick Family Trust, by and on behalf of the Kevin Mitnick Family Trust dated 8/31/20 (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
KNOWBE4, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 19th, 2021 • KnowBe4, Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of July 2, 2019, by and among KnowBe4, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
LEASE AGREEMENT By and Between WILDER CORPORATION OF DELAWARE and KNOWBE4, LLCLease Agreement • March 19th, 2021 • KnowBe4, Inc. • Services-computer programming, data processing, etc. • Florida
THIS LEASE AGREEMENT (this "Lease") is made and entered as of May 4 2015 by and between Wilder Corporation of Delaware, a Delaware Corporation ("Landlord") whose address is 2536 Countryside Blvd., Suite 250, Clearwater, FL. 33763 and KnowBe4, LLC ("Tenant") whose address is 33 North Garden Avenue, Suite 1200, Clearwater, FL 33755.
AGREEMENT AND PLAN OF MERGER BY AND AMONG KNOWBE4, INC., SEA LION MERGER SUB I, INC., SEA LION MERGER SUB II LLC, SECURITYADVISOR TECHNOLOGIES, INC. AND FORTIS ADVISORS LLC AS STOCKHOLDER REPRESENTATIVEMerger Agreement • October 21st, 2021 • KnowBe4, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of October 20, 2021 by and among KnowBe4, Inc., a Delaware corporation (“Parent”), Sea Lion Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Sea Lion Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), SecurityAdvisor Technologies, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Indemnifying Parties (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
