AGREEMENT AND PLAN OF MERGER between ORANJE HOLDCO, LLC, ORANJE MERGER SUB, INC. and KNOWBE4, INC. Dated as of October 11, 2022Agreement and Plan of Merger • 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).
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”) 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).
