Item 1.01 Entry into a Material Definitive Agreement.

Mitnick Support Agreement



As previously disclosed, on October 11, 2022, KnowBe4, Inc. ("KnowBe4") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Oranje
Holdco, LLC ("Parent") and Oranje Merger Sub, Inc. ("Merger Sub"). Parent and
Merger Sub are each affiliates of Vista Equity Partners Management, LLC
("Vista"). The Merger Agreement provides that, subject to the terms and
conditions set forth in the Merger Agreement, Merger Sub will merge with and
into KnowBe4 (the "Merger"), with KnowBe4 surviving the Merger and becoming a
wholly owned subsidiary of Parent.

On December 8, 2022, KnowBe4 entered into a support agreement (the "Mitnick
Support Agreement") with Kevin Mitnick, as trustee for the Mitnick Family Trust
dated 8/31/20 (Mr. Mitnick and such trust, "Mitnick"), pursuant to which Mitnick
agreed to, among other things, (i) vote all of the shares of KnowBe4's Class A
common stock and Class B common stock beneficially owned by Mitnick
(constituting 9.2% of the outstanding voting power as of December 5, 2022) (the
"Mitnick Shares") in favor of the Merger, subject to certain terms and
conditions contained in the Support Agreement. The Mitnick Support Agreement
does not provide for a "roll over" of the Mitnick Shares or the purchase of
equity in Parent, and it also does not obligate Mitnick to convert any of the
Mitnick Shares from Class B common stock to Class A common stock. There are no
restrictions on the ability of Mitnick to transfer any of the Mitnick Shares
while the Mitnick Support Agreement is in effect. The Mitnick Support Agreement
may be terminated by Mitnick following the public announcement of certain
proposals to acquire KnowBe4, subject to certain limitations as described in the
Mitnick Support Agreement, and will automatically terminate on December 31,
2023, if it has not already terminated pursuant to its terms.

The foregoing description of the Mitnick Support Agreement is qualified in its
entirety by reference to the full text of the Mitnick Support Agreement, a copy
of which is attached as Exhibit 10.1 and is incorporated by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retention Bonuses for Lars Letonoff and Bob Reich



On December 2, 2022, the Compensation Committee of the KnowBe4's Board of
Directors approved awards of cash retention bonuses (the "Retention Bonuses") to
Bob Reich, KnowBe4's Chief Financial Officer, and Lars Letonoff, KnowBe4's
Co-President and Chief Revenue Officer, each in the amount of $1,375,000. Fifty
percent (50%) of each Retention Bonus will be vest and become payable upon the
closing of the Merger, and fifty percent (50%) of each Retention Bonus will vest
and become payable ninety (90) days following the closing of the Merger, subject
in each case to the continued employment of Messrs. Reich and Letonoff,
respectively, through such date in the same (or a substantially similar) role at
KnowBe4. Additionally, the Retention Bonuses will not be vest unless (i) the
Merger closes in either calendar year 2022 or 2023 and (ii) Messrs. Reich and
Letonoff, respectively, continue to comply with their confidentiality
obligations. Notwithstanding the foregoing, if KnowBe4 terminates the employment
of Mr. Reich or Mr. Letonoff without cause, then the unvested portion of his
Retention Bonus will fully vest and be payable within 60 days following such
termination of employment, subject to his execution and non-revocation of a
general release of claims in favor of KnowBe4.

The foregoing description of the Retention Bonuses is qualified in its entirety by reference to the full text of the Form Retention Bonus Letter, a copy of which is attached as Exhibit 10.2 and is incorporated by reference.

Item 8.01 Other Events.

The completion of the Merger is conditioned upon, among other things, the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The applicable waiting period under the HSR Act expired at 11:59 p.m., Eastern time, on November 25, 2022.

The completion of the Merger remains subject to other customary closing conditions, including the adoption of the Merger Agreement by KnowBe4's stockholders. KnowBe4 continues to expect the Merger to close in 2023.


                                       1

--------------------------------------------------------------------------------

Additional Information and Where to Find It

KnowBe4 has filed a preliminary proxy statement in connection with special
meeting of stockholders (the "Special Meeting") related to the pending
acquisition of KnowBe4 (the "Transaction"). Prior to the Special Meeting,
KnowBe4 will furnish a definitive proxy statement to its stockholders, together
with a proxy card. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Detailed information regarding the names, affiliations and
interests of individuals who are participants in the solicitation of proxies of
KnowBe4's stockholders in respect of the Special Meeting is available in
KnowBe4's preliminary proxy statement.

Stockholders may obtain, free of charge, KnowBe4's proxy statement (in both
preliminary and definitive form), any amendments or supplements thereto, and any
other relevant documents filed by KnowBe4 with the Securities and Exchange
Commission (the "SEC") in connection with the Special Meeting at the SEC's
website (http://www.sec.gov). Copies of KnowBe4's proxy statement (in both
preliminary and definitive form), any amendments or supplements thereto, and any
other relevant documents filed by KnowBe4 with the SEC in connection with the
Special Meeting will also be available, free of charge, at KnowBe4's investor
relations website (https://investors.knowbe4.com) or by emailing IR@knowbe4.com.

Forward-Looking Statements



This communication contains forward-looking statements that involve risks and
uncertainties, including statements regarding the Transaction, including the
expected timing of the closing of the Transaction. Such forward looking
statements are subject to inherent risks and uncertainties, including those
associated with: the possibility that the conditions to the closing of the
Transaction are not satisfied, including the risk that KnowBe4's stockholders do
not approve the Merger Agreement; the occurrence of any event, change or other
circumstances that could result in the Merger Agreement being terminated or the
Merger not being completed on the terms reflected in the Merger Agreement, or at
all, and the risk that the Merger Agreement may be terminated in circumstances
that require KnowBe4 to pay a termination fee; potential litigation relating to
the Transaction; uncertainties as to the timing of the consummation of the
Transaction; the ability of each party to consummate the Transaction; possible
disruption related to the Transaction to KnowBe4's current plans and operations,
including through the loss of customers and employees; and other risks and
uncertainties detailed in the periodic reports that KnowBe4 files with the SEC,
including KnowBe4's Annual Report on Form 10-K filed with the SEC on March 10,
2022 and Quarterly Reports on Form 10-Q filed with the SEC on May 10, 2022,
August 4, 2022 and November 14, 2022, each of which may be obtained on the
investor relations section of KnowBe4's website (https://investors.knowbe4.com).
If any of these risks or uncertainties materialize, or if any of KnowBe4's
assumptions prove incorrect, KnowBe4's actual results could differ materially
from the results expressed or implied by these forward-looking statements. All
forward-looking statements in this communication are based on information
available to KnowBe4 as of the date of this communication, and KnowBe4 does not
assume any obligation to update the forward-looking statements provided to
reflect events that occur or circumstances that exist after the date on which
they were made, except as required by law.

                                       2

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



 (d) Exhibits

Exhibit No.              Description
10.1*#                     Support Agreement, dated as of December     8    , 2022, by and between
                         KnowBe4, Inc. and Kevin Mitnick, as trustee of the

Kevin Mitnick Family Trust


                         dated 8/31/20, by and on behalf of such trust
10.2                       Form of Retention Bonus Letter
104                      Cover Page Interactive Data File (formatted as Inline XBRL)

________________________________________________________

* Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). KnowBe4 will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

# Certain confidential portions of this exhibit were omitted by means of marking portions with brackets and asterisks because the identified confidential portions constituted personally identifiable information that is not material.


                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses