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 • Vepf Vii SPV I, L.P. • 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 • Vepf Vii SPV I, L.P. • 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”), KKR Knowledge Investors L.P. (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).
LIMITED GUARANTEELimited Guarantee • October 13th, 2022 • Vepf Vii SPV I, L.P. • Services-computer programming, data processing, etc.
THIS LIMITED GUARANTEE, dated as of October 11, 2022 (this “Limited Guarantee”), is made by Vista Equity Partners Fund VIII, L.P., a Delaware limited partnership (the “Guarantor”), in favor of KnowBe4, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Oranje Holdco, LLC, a Delaware limited liability company (“Parent”) and Oranje Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Merger Agreement.
SUPPORT AGREEMENTSupport Agreement • October 13th, 2022 • Vepf Vii SPV I, L.P. • 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”) and VEPF VII SPV I, L.P. and VEPF VII SPV I Holdings, L.P. (collectively, the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
Vista Equity Partners Fund VII, L.P. c/o Vista Equity Partners Management, LLC Four Embarcadero Center, 20th Floor San Francisco, CA 94111 October 11, 2022Merger Agreement • October 13th, 2022 • Vepf Vii SPV I, L.P. • Services-computer programming, data processing, etc.
Reference is made to that certain Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), dated as of the date hereof, by and among Oranje Holdco, LLC, a Delaware limited liability company (“Parent” or “you”), Oranje Merger Sub, Inc., a Delaware corporation (“Merger Sub” and together with Parent, the “Buyer Parties”), and KnowBe4, Inc., a Delaware corporation (the “Company”), and that certain Support Agreement, dated as of the date hereof, by and among the Company, the Investor (as defined herein) and Parent (the “Support Agreement”). Capitalized terms used, but not otherwise defined, in this letter shall have the meanings ascribed to such terms in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • May 6th, 2021 • Vepf Vii SPV I, L.P. • Services-computer programming, data processing, etc.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
