SC 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power

26,115,895

Shared Voting Power

0

Sole Dispositive Power

26,115,895

Shared Dispositive Power

0

0001193125-22-262610.txt : 20221014 0001193125-22-262610.hdr.sgml : 20221014 20221014074900 ACCESSION NUMBER: 0001193125-22-262610 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20221014 DATE AS OF CHANGE: 20221014 GROUP MEMBERS: GEORGE R. ROBERTS GROUP MEMBERS: HENRY R. KRAVIS GROUP MEMBERS: KKR & CO. INC. GROUP MEMBERS: KKR ASSOCIATES NGT L.P. GROUP MEMBERS: KKR GROUP CO. INC. GROUP MEMBERS: KKR GROUP HOLDINGS CORP. GROUP MEMBERS: KKR GROUP PARTNERSHIP L.P. GROUP MEMBERS: KKR KNOWLEDGE INVESTORS GP LLC GROUP MEMBERS: KKR MANAGEMENT LLP GROUP MEMBERS: KKR NEXT GEN TECH GROWTH LTD GROUP MEMBERS: KKR NEXT GENERATION TECHNOLOGY GROWTH FUND L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KnowBe4, Inc. CENTRAL INDEX KEY: 0001664998 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 273205919 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-92503 FILM NUMBER: 221310288 BUSINESS ADDRESS: STREET 1: 33 NORTH GARDEN AVENUE STREET 2: SUITE 1200 CITY: CLEARWATER STATE: FL ZIP: 33755 BUSINESS PHONE: (855) 566-9234 MAIL ADDRESS: STREET 1: 33 NORTH GARDEN AVENUE STREET 2: SUITE 1200 CITY: CLEARWATER STATE: FL ZIP: 33755 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR Knowledge Investors L.P. CENTRAL INDEX KEY: 0001855233 IRS NUMBER: 833751775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 SC 13D 1 d293524dsc13d.htm SC 13D SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

KnowBe4, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

49926T104

(CUSIP Number)

Christopher Lee, Esq.

Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

Telephone: (212) 750-8300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 11, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 49926T104		13D		Page 1 of 19 pages


1		Names of Reporting Persons KKR Knowledge Investors L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 2 of 19 pages


1		Names of Reporting Persons KKR Knowledge Investors GP LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 3 of 19 pages


1		Names of Reporting Persons KKR Next Generation Technology Growth Fund L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 49926T104		13D		Page 4 of 19 pages


1		Names of Reporting Persons KKR Associates NGT L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 49926T104		13D		Page 5 of 19 pages


1		Names of Reporting Persons KKR Next Gen Tech Growth Limited
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 49926T104		13D		Page 6 of 19 pages


1		Names of Reporting Persons KKR Group Partnership L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 49926T104		13D		Page 7 of 19 pages


1		Names of Reporting Persons KKR Group Holdings Corp.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 8 of 19 pages


1		Names of Reporting Persons KKR Group Co. Inc.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 9 of 19 pages


1		Names of Reporting Persons KKR & Co. Inc.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 10 of 19 pages


1		Names of Reporting Persons KKR Management LLP
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Delaware


CUSIP No. 49926T104		13D		Page 11 of 19 pages


1		Names of Reporting Persons Henry R. Kravis
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States


CUSIP No. 49926T104		13D		Page 12 of 19 pages


1		Names of Reporting Persons George R. Roberts
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States


CUSIP No. 49926T104		13D		Page 13 of 19 pages

STATEMENT ON SCHEDULE 13D

Item 1.

Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the class A common stock, par value $0.00001 per share (“Class A Common Stock”) of KnowBe4, Inc., a Delaware corporation (the “Issuer”). The principal executive office is located at 33 N. Garden Avenue, Clearwater, FL 33755.

The Class A Common Stock held by the Reporting Persons (as defined below) reported on the Schedule 13D was previously reported on a Schedule 13G as most recently filed with the Securities and Exchange Commission on February 10, 2022. On October 11, 2022, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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”), pursuant to which Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Vista Equity Partners Management, LLC (“Vista”). In connection with the Merger, on October 11, 2022, Parent and the Issuer entered into support agreements with (a) Stu Sjouwerman, founder, Chairman and Chief Executive Officer of the Issuer, and an affiliate of Mr. Sjouwerman (together, the “Founder”), (b) KKR Knowledge Investors L.P. (“KKR Knowledge”) and (c) Elephant Partners I, L.P., Elephant Partners 2019 SPV-A, L.P. and Elephant Partners II, L.P. (such funds, collectively, “Elephant”). In addition, Vista entered into a support agreement with the Issuer. We refer to the support agreement to which KKR Knowledge is a party as the “KKR Knowledge Support Agreement” and the support agreements with each of the Founder, Elephant, KKR Knowledge and Vista as the “Support Agreements.” Pursuant to their respective Support Agreements, the Founder and Elephant have agreed to rollover a portion of their existing equity in the Issuer into an ownership interest in the parent company of Parent. Pursuant to the KKR Knowledge Support Agreement, KKR Knowledge has the ability to rollover a portion of its existing equity in the Issuer into an ownership interest in the parent company of Parent (the “KKR Rollover”), which KKR Rollover, if any, shall reduce dollar-for-dollar the amount of its equity contribution to Parent pursuant to KKR Knowledge’s Equity Commitment Letter (as defined below). By virtue of the KKR Knowledge Support Agreement and the obligations and rights thereunder, the Reporting Persons may be deemed to be in a “group” with investment funds affiliated with Vista (together with the Reporting Persons, the “Investors”) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The foregoing descriptions of the KKR Knowledge Support Agreement and the Equity Commitment do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached as exhibits to this Schedule 13D and are incorporated herein by reference.

Item 2.

Identity and Background.

(a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended, by:

(i)

KKR Knowledge Investors L.P., a Delaware limited partnership (“KKR Knowledge”);

(ii)

KKR Knowledge Investors GP LLC, a Delaware limited liability company (“KKR Knowledge GP”);

(iii)

KKR Next Generation Technology Growth Fund L.P., a Cayman Islands exempted limited partnership (“KKR Next Generation L.P.”);


CUSIP No. 49926T104		13D		Page 14 of 19 pages

(iv)

KKR Associates NGT L.P., a Cayman Islands exempted limited partnership (“KKR Associates”);

(v)

KKR Next Gen Tech Growth Limited, a Cayman Islands exempted company with limited liability (“KKR Next Gen Growth”);

(vi)

KKR Group Partnership L.P., a Cayman Islands exempted limited partnership (“KKR Group Partnership”);

(vii)

KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);

(viii)

KKR Group Co. Inc., a Delaware corporation (“KKR Group Co.”);

(ix)

KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);

(x)

KKR Management LLP, a Delaware limited liability partnership (“KKR Management”);

(xi)

Henry R. Kravis, a United States citizen; and

(xii)

George R. Roberts, a United States citizen (the entities and persons listed in items (i) through (xii) are collectively referred to herein as the “Reporting Persons”).

KKR Knowledge GP is the general partner of KKR Knowledge. KKR Next Generation L.P. is the sole member of KKR Knowledge GP. KKR Associates is the general partner of KKR Next Generation L.P. KKR Next Gen Growth is the general partner of KKR Associates. KKR Group Partnership is the sole shareholder of KKR Next Gen Growth. KKR Group Holdings is the general partner of KKR Group Partnership. KKR Group Co. is the sole shareholder of KKR Group Holdings. KKR & Co. is the sole shareholder of KKR Group Co. KKR Management is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

Each of Messrs. Joseph Bae, Scott Nuttall, Robert Lewin and David Sorkin is a director of KKR Group Holdings Corp. and KKR Group Co. Inc. The executive officers of KKR Group Holdings Corp. and KKR Group Co. Inc. are Messrs. Bae, Nuttall, Lewin, Sorkin and Ryan Stork and the executive officers of KKR & Co. Inc. are Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, Sorkin and Stork and Ms. Kathryn King Sudol. The directors of KKR & Co. Inc. are listed on Annex A attached hereto, which is incorporated herein by reference. Each of Messrs. Bae, Nuttall, Sorkin and Stork and Ms. Sudol is a United States citizen. Mr. Lewin is a Canadian citizen.

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit 1.

(b) The principal business office for all persons filing (other than George R. Roberts) is:

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

The principal business office for George R. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

(c) Each of KKR Group Partnership, KKR Group Holdings, KKR Group Co., KKR & Co. Inc. and KKR Management LLP is principally engaged as a holding company. KKR Knowledge is principally engaged in the business of investing in securities. Each of KKR Knowledge GP, KKR Next Generation L.P., KKR Associates and KKR Next Gen Growth is each principally engaged in the business of being a general partner or sole or managing member, as described above and managing investments through other partnerships and limited liability companies. The present principal occupation or employment of each of Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, Sorkin and Stork and Ms. Sudol is as an executive of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and/or one or more of its affiliates. The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

By virtue of the agreements made pursuant to the KKR Knowledge Support Agreement and the Equity Commitment Letter, the Investors may be deemed to be acting as a group for purposes of Rule 13d-3 under the Exchange Act. Shares beneficially owned by the other Investors are not the subject of this Schedule 13D and each of the Reporting Persons expressly disclaims beneficial ownership of all securities owned by the other Investors.

Item 3.

Source and Amount of Funds or Other Consideration.

The information set forth in Items 5 and 6 of this Schedule 13D are hereby incorporated by reference into this Item 3. In connection with the closing of the Issuer’s initial public offering on April 21, 2021, each share of Common Stock and preferred stock then held by the Reporting Persons was reclassified as one share of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder. The source of funds used for the purchases described herein were from capital contributions of the Reporting Persons and/or their respective partners or members.


CUSIP No. 49926T104		13D		Page 15 of 19 pages

Item 4.

Purpose of Transaction.

The information set forth in Items 1 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

KKR Knowledge Support Agreement

In connection with entering to the Merger, on October 11, 2022, (1) Parent and the Issuer entered into the Support Agreements with each of (a) the Founder, (b) KKR Knowledge and (c) Elephant; and (2) the Issuer entered into a support agreement with investment funds affiliated with Vista. Consistent with the other Support Agreements, under the KKR Knowledge Support Agreement, KKR Knowledge agreed to vote all of its shares of the Issuer’s Common Stock in favor of the Merger, subject to certain terms and conditions contained therein. In addition, consistent with the other Support Agreements, KKR Knowledge has the ability to rollover a portion of its existing equity in the Issuer into an ownership interest in the parent company of Parent in connection with a reduction of its equity contribution to Parent. The KKR Knowledge Support Agreement terminates in certain circumstances, including the valid termination of the Merger in accordance with its terms. KKR Knowledge is not party to any of the Support Agreements other than the KKR Knowledge Support Agreement.

Equity Commitment Letter

Pursuant to an equity commitment letter (the “Equity Commitment Letter”) dated October 11, 2022, KKR Knowledge committed to provide Parent, at or prior to the closing of the Merger, with an aggregate equity contribution of up to approximately $300.0 million (which amount may be reduced dollar-for-dollar by the amount of any KKR Rollover).

The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. Subject to the terms of the KKR Knowledge Support Agreement and various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, various laws and regulations applicable to the Issuer and companies in its industry and the Reporting Persons’ ownership in the Issuer, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Subject to the terms of the KKR Knowledge Support Agreement, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common Stock or other securities of the Issuer (including any combination or derivative thereof), dispose, or cause affiliates to dispose, of some or all of their Common Stock or other securities of the Issuer or continue to hold, or cause affiliates to hold, Common Stock or other securities of the Issuer (or any combination or derivative thereof).

In addition, the Reporting Persons have engaged and intend to continue to engage in discussions with management or the board of directors of the Issuer about its business, operations, strategy, plans and prospects, from time to time.

Furthermore, the Merger may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer and other material changes in the Issuer’s business or corporate structure.

Mr. Stephen Shanley, an executive of KKR, is currently a member of the board of directors of the Issuer.

Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, each of the other individuals named in Item 2 above, have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons and each other individuals named in Item 2 with respect to the Issuer, the foregoing is subject to change at any time.


CUSIP No. 49926T104		13D		Page 16 of 19 pages

Item 5.

Interest in Securities of the Issuer.

(a) – (b) The response of the Reporting Persons to rows 7 through 13 on the cover page of this Schedule 13D are incorporated by reference herein.

KKR Knowledge holds 26,115,895 shares of Class B common stock, par value $0.00001 (“Class B Common Stock”) of the Issuer convertible at any time at the option of the holder into 26,115,895 shares of Class A Common Stock of the Issuer, representing approximately 23.4% of the outstanding shares of Class A Common Stock calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (“Rule 13d-3”). Calculations of the Class A Common Stock beneficially owned assume 85,625,434 shares of Class A Common Stock of the Issuer outstanding as of October 10, 2022, as disclosed in the Merger Agreement, filed as an exhibit to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2022 plus the 26,115,895 shares of Class B Common Stock convertible at any time at the option of the holder into 26,115,895 shares of Class A Common Stock, which shares will also convert automatically upon certain events specified in the Issuer’s amended and restated certificate of incorporation. Class A Common Stock has one vote per share and Class B Common Stock has 10 votes per share. The Common Stock held by the Reporting Persons represents 14.8% of the total Common Stock of the Issuer outstanding, assuming 85,625,434 shares of Class A Common Stock and 90,452,534 shares of Class B Common Stock of the Issuer outstanding as of October 10, 2022, as disclosed in the Merger Agreement, filed as an exhibit to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2022.

KKR Knowledge GP (as the general partner of KKR Knowledge), KKR Next Generation L.P. (as the sole member of KKR Knowledge GP), KKR Associates (as the general partner of KKR Next Generation L.P.), KKR Next Gen Growth (as the general partner of KKR Associates), KKR Group Partnership (as the sole shareholder of KKR Next Gen Growth), KKR Group Holdings (as the general partner of KKR Group Partnership), KKR Group Co. (as the sole shareholder of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group Co.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein.

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.

In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the KKR Knowledge Support Agreement and Equity Commitment Letter, each of the Reporting Persons may be deemed to be acting as a group for purposes of Rule 13d-3 under the Securities and Exchange Act with the other Investors. Each of the Reporting Persons expressly disclaims beneficial ownership of all securities owned by the other Investors. Shares beneficially owned by the other Investors are not the subject of this Schedule 13D and, accordingly, none of the other Investors are included as reporting persons herein.

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any shares of Class A Common Stock during the 60 calendar days preceding the date of this filing.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.

(e) Not applicable.


CUSIP No. 49926T104		13D		Page 17 of 19 pages

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 1 above summarizes certain provisions of the KKR Knowledge Support Agreement and the Equity Commitment Letter, and is incorporated herein by reference. A copy of each such agreements is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.

Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Materials to be Filed as Exhibits


Exhibit Number		Description

1		Joint Filing Agreement.

2		Powers of Attorney granted by Henry R. Kravis, George R. Roberts and Robert H. Lewin.

3		Support Agreement, dated as of October 11, 2022, by and among KnowBe4, Inc., KKR Knowledge Investors L.P. and Oranje Holdco, LLC (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on October 13, 2022).

4		Equity Commitment Letter, executed by KKR Knowledge Investors L.P. and accepted and agreed to by Oranje Holdco, LLC, dated October 11, 2022.


CUSIP No. 49926T104		13D		Page 18 of 19 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

Date: October 14, 2022


KKR KNOWLEDGE INVESTORS L.P.
By: KKR Knowledge Investors GP LLC, its general partner

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

KKR KNOWLEDGE INVESTORS GP LLC

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

KKR NEXT GENERATION TECHNOLOGY GROWTH FUND L.P.
By: KKR Associates NGT L.P. its general partner
By: KKR Next Gen Tech Growth Limited, its general partner

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact for Robert H. Lewin, Director

KKR ASSOCIATES NGT L.P.
By: KKR Next Gen Tech Growth Limited, its general partner

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact for Robert H. Lewin, Director


CUSIP No. 49926T104		13D		Page 19 of 19 pages


KKR NEXT GEN TECH GROWTH LIMITED

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact for Robert H. Lewin, Director

KKR GROUP PARTNERSHIP L.P.
By: KKR Group Holdings Corp., its general partner

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Assistant Secretary

KKR GROUP HOLDINGS CORP.

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Assistant Secretary

KKR GROUP CO. INC.

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Assistant Secretary

KKR & CO. INC.

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Assistant Secretary

KKR MANAGEMENT LLP

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Assistant Secretary

HENRY R. KRAVIS

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact

GEORGE R. ROBERTS

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact

EX-99.1 2 d293524dex991.htm EX-99.1 EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of October, 2022.


KKR KNOWLEDGE INVESTORS L.P.
By: KKR Knowledge Investors GP LLC, its general partner

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

KKR KNOWLEDGE INVESTORS GP LLC

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

KKR NEXT GENERATION TECHNOLOGY GROWTH FUND L.P.
By: KKR Associates NGT L.P. its general partner
By: KKR Next Gen Tech Growth Limited, its general partner

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact for Robert H. Lewin, Director


KKR ASSOCIATES NGT L.P.
By: KKR Next Gen Tech Growth Limited, its general partner

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact for Robert H. Lewin, Director

KKR NEXT GEN TECH GROWTH LIMITED
By: KKR Group Holdings Corp., its general partner

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact for Robert H. Lewin, Director

KKR GROUP PARTNERSHIP L.P.
By: KKR Group Holdings Corp., its general partner

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Assistant Secretary

KKR GROUP HOLDINGS CORP.

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Assistant Secretary

KKR GROUP CO. INC.

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Assistant Secretary

KKR & CO. INC.

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Assistant Secretary

KKR MANAGEMENT LLP

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Assistant Secretary


HENRY R. KRAVIS

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact

GEORGE R. ROBERTS

By:		/s/ Christopher Lee
Name:		Christopher Lee
Title:		Attorney-in-fact

ANNEX A

Directors of KKR & Co. Inc.

The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc. Each of such persons is a citizen of the United States other than Arturo Gutierrez, who is a citizen of Mexico, Xavier Niel, who is a citizen of France and Evan Spiegel, who is a citizen of the United States and France.


Name		Principal Occupation
Henry R. Kravis		Co-Executive Chairman of KKR & Co. Inc.
George R. Roberts		Co-Executive Chairman of KKR & Co. Inc.
Joseph Y. Bae		Co-Chief Executive Officer of KKR & Co. Inc.
Scott C. Nuttall		Co-Chief Executive Officer of KKR & Co. Inc.
Adriane Brown		Managing Partner of Flying Fish Partners
Matthew Cohler		Former General Partner of Benchmark
Mary N. Dillon		Executive Chair of Ulta Beauty, Inc.
Joseph A. Grundfest		William A. Franke Professor of Law and Business of Stanford Law School
Arturo Gutierrez		Chief Executive Officer of Arca Continental, S.A.B. de C.V.
John B. Hess		Chief Executive Officer of Hess Corporation
Dane Holmes		Chief Executive Officer and Co-Founder of Eskalera Inc.
Raymond J. McGuire		Retired, Former Vice Chairman of Citigroup Inc.
Xavier Niel		Founder, Deputy Chairman of the Board and Chief Strategy Officer of Iliad SA
Patricia F. Russo		Retired, Former Chief Executive Officer of Alcatel-Lucent
Robert W. Scully		Retired, Former Member, Office of the Chairman of Morgan Stanley
Evan Spiegel		Co-Founder and Chief Executive Officer of Snap Inc.

EX-99.2 3 d293524dex992.htm EX-99.2 EX-99.2

Exhibit 2

POWER OF ATTORNEY

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

/s/ Henry R. Kravis

Name: Henry R. Kravis

Date: May 28, 2014

POWER OF ATTORNEY

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

/s/ George R. Roberts

Name: George R. Roberts

Date: May 28, 2014

POWER OF ATTORNEY

Know all men by these presents that Robert H. Lewin does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

/s/ Robert H. Lewin

Name: Robert H. Lewin

January 14, 2020

EX-99.4 4 d293524dex994.htm EX-99.4 EX-99.4

Exhibit 4

KKR Knowledge Investors L.P.

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

October 11, 2022

Oranje Holdco, LLC

c/o Vista Equity Partners Management, LLC

Four Embarcadero Center, 20th Floor

San Francisco, California 94111


Attn:		Rod Aliabadi
		Nick Prickel
		Christina Lema
Email:		raliabadi@vistaequitypartners.com
		nprickel@vistaequitypartners.com
		clema@vistaequitypartners.com

Ladies and Gentlemen:

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.

1. We are pleased to advise you that KKR Knowledge Investors L.P., a Delaware limited partnership (“Investor”), hereby agrees, conditioned upon (i) the satisfaction, or written waiver by Parent, of all conditions to the obligations of the Buyer Parties to consummate the Merger as set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder and under the Support Agreement) of such conditions), (ii) the substantially contemporaneous funding of the Debt Financing at the Closing, and (iii) the substantially contemporaneous consummation of the Merger, to contribute to Parent, at or prior to the Closing in accordance with the terms and subject to the conditions set forth in this letter, directly or indirectly through one or more of its affiliated funds to be designated by it, an aggregate amount up to $300,000,005.70 (the “Commitment”) in cash in immediately available funds (subject to any reduction in accordance with the terms set forth in the last sentence of this paragraph 1), it being understood and agreed that Investor shall not, under any circumstances, be obligated under this letter to (or be obligated to cause any other Person to) contribute to, purchase equity from or otherwise provide funds to Parent (or any other Person in respect of the transactions contemplated by the Merger Agreement) in an aggregate amount in excess of the Commitment. The proceeds of the Commitment shall be used by Parent solely to satisfy the Buyer Parties’ obligations under the Merger Agreement. The amount of the Commitment may be reduced by Parent (a) on a dollar-for-dollar basis by an amount equal to the Rollover Amount (as defined in the Support Agreement) of the Rollover Shares (as defined in the Support Agreement) actually contributed in the Exchange (as defined in the Support Agreement) pursuant to the terms and conditions set forth in the Support Agreement, (b) in an amount specified by Parent and agreed to by the Investor solely to the extent it will be possible, notwithstanding such reduction, for the Buyer

Parties to consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof, and/or (c) on a dollar-for-dollar basis by the amount of any third-party financing obtained by Parent or any of its Affiliates at or prior to the Closing, as applicable and to the extent agreed by Investor; provided, however, that the Commitment shall not be reduced pursuant to this clause (c) unless and until such third party financing is funded at the Closing. Notwithstanding the prior sentence, the amount of the Commitment may not be reduced pursuant to the foregoing clause (b) or (c) in a manner that would reasonably be expected to impair, delay or prevent the consummation of the Merger. Notwithstanding anything herein to the contrary, in no event shall the sum of (x) the Rollover Amount of the Rollover Shares actually contributed in the Exchange plus (y) the Equity Commitment required to be funded hereunder exceed $300,000,005.70 in the aggregate.

2. Except as set forth in paragraph 4, the Commitment is solely for the benefit of Parent and is not intended (expressly or impliedly) to confer any benefits on, or create any rights in favor of, any other Person. Nothing set forth in this letter contains or gives, or shall be construed to contain or to give, any Person (other than Investor, Parent and the Company), including any Person acting in a representative capacity, any remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the commitments set forth herein, nor shall anything in this letter be construed, to confer any rights, legal or equitable, in any Person other than Investor, Parent and the Company. Without limiting the foregoing, none of the creditors of Investor, any of the Buyer Parties or any of their respective Affiliates shall have any direct or indirect right to enforce this letter or to cause Parent to enforce this letter, other than as provided in and in accordance with paragraph 4.

3. Investor’s obligation to fund the Commitment will terminate and expire on the earliest to occur of (i) immediately following the later of the Effective Time and the deposit of the Exchange Fund pursuant to Section 2.9(b) of the Merger Agreement, (ii) the valid termination of the Merger Agreement in accordance with the terms thereof, (iii) the date as of which Investor or its assigns funds an amount equal to the Commitment hereunder (but such termination and expiration will occur only after such funding), (iv) the consummation of the Exchange by Investor for the maximum amount of the Rollover Amount set forth in the Support Agreement, (v) the occurrence of any event that terminates Vista’s obligations under the Equity Commitment Letter delivered by Vista under Section 3 thereof, (vi) the valid termination of the Support Agreement by Investor pursuant to Section 3 thereof, or (vii) the date on which any Legal Proceeding is brought by Parent or the Company in connection with this letter, the Support Agreement, the Merger Agreement or any transaction contemplated hereby or thereby or otherwise relating thereto, against Investor or any Investor Affiliate, in each case other than any Retained Claims (such earliest date, the “Commitment Expiration Date”); provided, that Investor will not be liable for a breach of its obligations to fund the Commitment under paragraph 1 of this letter unless Parent is also liable for a breach of the Merger Agreement; provided, further, that to seek recovery from Investor for any such breach of this letter, a Legal Proceeding must be commenced against Investor with respect thereto in a court of competent jurisdiction no later than thirty (30) days following the termination of the Commitment hereunder. From and after the Commitment Expiration Date, neither Investor nor any Investor Affiliate shall have any further liability or obligation to any Person hereunder; provided, further, that any Legal Proceeding or claim commenced by the Company in a court of competent jurisdiction within thirty (30) days following the Commitment Expiration Date and arising out of a purported breach of this letter shall survive any termination of the Commitment until the final and non-appealable resolution of such Legal Proceeding or claim, otherwise no rights of the Company shall survive the Commitment Expiration Date.

4. This letter shall inure to the benefit of and be binding upon Parent and Investor. Investor acknowledges that (i) Parent shall be entitled to specifically enforce the obligations of Investor to satisfy the Equity Commitment when all of the conditions to funding the Commitment set forth in this letter have

Page 2

been satisfied, and (ii) the Company is an express third party beneficiary hereof (including, without limitation, with respect to Investor’s representations, warranties, covenants, and agreements contained in this letter), entitled to specifically enforce the obligations of Investor against Investor to the full extent hereof in connection with the Company’s exercise of its rights under and in accordance with Section 9.10(b) of the Merger Agreement and, in connection therewith, the Company has the right to obtain an injunction, or other appropriate form of specific performance or equitable relief, to cause Parent to cause, or to directly cause, Investor to satisfy the Commitment as, and only to the extent permitted by, this letter, in each case when all of the conditions to funding the Commitment set forth in this letter have been satisfied and in connection with the exercise of its rights under and in accordance with Section 9.10(b) of the Merger Agreement, and the Company shall have no other rights or remedies hereunder; provided, however, that notwithstanding anything herein or in the Merger Agreement to the contrary, Parent’s and the Company’s right to specific performance hereunder shall be limited to causing Investor to contribute a number of Rollover Shares in the Exchange having a value equal to the maximum Rollover Amount contemplated by the Support Agreement (reduced dollar for dollar by any portion of the Equity Commitment funded in cash at Investor’s election), pursuant to the terms and conditions set forth in the Support Agreement. Investor accordingly agrees, subject in all respects to Section 9.10(b) of the Merger Agreement, not to oppose the granting of an injunction, specific performance or other equitable relief on the basis that the Company has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity. Investor further agrees that the Company shall not be required to post a bond or undertaking in connection with such order or injunction sought in connection with the Company’s exercise of its rights under and in accordance with the terms of Section 9.10(b) of the Merger Agreement or under and in accordance with this letter. Investor acknowledges and agrees that (a) Parent is delivering a copy of this letter to the Company and that the Company is relying on the obligations and commitments of Investor hereunder in connection with the Company’s decision to enter into and consummate the transactions contemplated by the Merger Agreement, (b) the availability of monetary damages from the Buyer Parties in the Merger Agreement and the Guarantors in the provisions set forth in the Guarantees (i) are not intended to and do not adequately compensate for the harm that would result from a breach of the Merger Agreement or a breach of Investor’s obligations to satisfy the Commitment in accordance with the terms of this letter and (ii) shall not be construed to diminish or otherwise impair in any respect the Company’s right to specific enforcement to cause Parent to cause, or to directly cause, Investor to satisfy, directly or indirectly, the Commitment under this letter, and to cause the Buyer Parties to consummate the transactions contemplated by the Merger Agreement under Section 9.10(b) of the Merger Agreement, and (c) the right of specific performance under this letter and Section 9.10(b) of the Merger Agreement are an integral part of the transactions contemplated by the Merger Agreement and without those rights, the Company would not have entered into the Merger Agreement. For the avoidance of doubt, the remedies available to the Company under Section 9.10(b) of the Merger Agreement and under this letter shall be in addition to any other remedy to which the Company is entitled, and the election to pursue any injunction or specific performance under Section 9.10(b) of the Merger Agreement and/or this letter shall not restrict, impair or otherwise limit the Company from receiving monetary damages from the Buyer Parties pursuant to Section 9.10(b) of the Merger Agreement in lieu of specific performance; provided, that, without limiting the ability of the Company to seek both remedies, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance under Section 9.10(b) of the Merger Agreement that results in the occurrence of the Closing and payment of monetary damages pursuant to the Merger Agreement. Except for the rights of the Company set forth in this paragraph 4, nothing in this letter, express or implied, is intended to confer upon any Person other than Parent, Investor and the Company any rights or remedies under, or by reason of, or any rights to enforce or cause Parent to enforce, the Commitment or any provisions of this letter or to confer upon any Person any rights or remedies against any Person other than Investor under or by reason of this letter. Without limiting the foregoing, no Person (other than Parent or the Company only on the terms, and subject to the limitations, set forth in this paragraph 4 and Section 9.10(b) of the Merger Agreement, as applicable) shall have any right to specifically enforce this letter or to cause Parent to specifically enforce this letter.

Page 3

5. None of Investor, Parent or the Company may assign their respective rights, interests or obligations hereunder to any other person without the prior written consent of the Company (in the case of an assignment by Investor or Parent) or Investor (in the case of an assignment by the Company), and any attempted assignment without such required consent shall be null and void and of no force or effect; provided, however, that Investor reserves the right, prior to or after execution of definitive documentation for the financing transactions contemplated hereby, to assign any portion of the Commitment to one or more of its Affiliates, financing sources or other investors, and only upon the actual funding of such assigned portion of the Commitment to Parent in accordance with this letter effective upon the Closing, Investor shall have no further obligation to Parent (or any other person) with respect to such funded assigned portion. Notwithstanding the foregoing, Investor acknowledges and agrees that, except to the extent otherwise agreed in writing by the Company, any such assignment shall not relieve Investor of its obligation to satisfy the full amount of the Commitment. Subject to the foregoing, all of the terms and provisions of this letter shall inure to the benefit of and be binding upon the parties hereto and the Company and their respective successors and permitted assigns.

6. Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered in connection herewith, and notwithstanding the fact that Investor is a limited partnership, Parent covenants, agrees and acknowledges that no Person other than Investor shall have any obligation hereunder and that no recourse hereunder or under any documents or instruments delivered in connection herewith or therewith shall be had against, and no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by, any Investor Affiliate for any obligations of Investor under this letter or for any claim based on, in respect of or by reason of any such obligations or their creation, through any Buyer Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Investor Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise. Under no circumstances shall Investor be liable to the Company or any other Person for consequential, punitive, exemplary, multiple, special or similar damages, or for lost profits.

7. This letter, the Merger Agreement, the Support Agreement and the Stockholder Confidentiality Agreements (as defined below) reflect the entire understanding of the parties with respect to the subject matter hereof and thereof and shall not be contradicted or qualified by any other, and supersedes each other, agreement, oral or written, before the date hereof. This letter may not be waived, amended or modified except by an instrument in writing signed by each of the parties hereto and the Company. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by any of the parties hereto of a breach of or a default under any of the provisions of this letter, or a failure to or delay in exercising any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. No failure or delay by any party or the Company in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Notwithstanding anything to the contrary set forth herein, neither this letter nor the Commitment shall be effective unless there has been prior or concurrent execution and delivery of the Merger Agreement by each of the parties thereto.

Page 4

8. Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that the Investor is a limited partnership, each of Parent and the Company, by its acceptance, directly or indirectly, of the benefits of this letter, covenants, agrees and acknowledges that no Person other than the Investor shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, shall be had against, any former, current or future director, officer, agent, affiliate, manager, assignee or employee of the Investor (or any of their successors or permitted assignees), against any former, current or future general or limited partner, manager, stockholder or member of the Investor (or any of their successors or permitted assignees) or any affiliate thereof or against any former, current or future director, officer, agent, employee, affiliate, assignee, general or limited partner, stockholder, manager or member of any of the foregoing (in all cases in their capacity as such) (each, an “Affiliate”, and each such Affiliate of the Investor other than the Investor, an “Investor Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise), by or on behalf of Parent or the Company against the Investor Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; provided, that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), nothing in this letter shall limit (i) Parent’s and the Company’s right to seek specific performance against Investor as provided in Section 4 of this letter, (ii) claims by Parent or the Company against the Investor pursuant to the Support Agreement, (iii) claims by Vista Equity Partners Management, LLC (“Vista”) against Kohlberg Kravis Roberts & Co. L.P. (“KKR”) pursuant to the non-disclosure agreement (the “Vista Confidentiality Agreement”) entered into between Vista and KKR, dated September 29, 2022, and (iv) claims by the Company against KKR pursuant to the non-disclosure agreement (the “Company Confidentiality Agreement” and, together with the Vista Confidentiality Agreements, the “Stockholder Confidentiality Agreements”) entered into between the Company and KKR, dated September 29, 2022 (claims covered by clauses (i), (ii), (iii) or (iv), the “Retained Claims”). The parties hereto expressly agree and acknowledge that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Investor Affiliate, as such, for any obligations of the Investor under this letter or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

9. Parent further agrees that neither it nor any of its Affiliates shall have any right of recovery against the Investor or any of the Investor Affiliates, whether by piercing of the corporate veil, by a claim on behalf of Parent against the Investor or any of the Investor Affiliates, or otherwise, with respect to any claims, liabilities or obligations arising under, or in connection with, this letter, the Merger Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to be made in connection therewith, except, in all cases, for the Retained Claims solely as provided in the applicable agreements with respect thereto. Parent hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any Legal Proceeding or bring any other claim in a Legal Proceeding (whether in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against the Investor or any Investor Affiliate except, in all cases, for the Retained Claims.

10. This letter shall be treated as confidential and is being provided to Parent and the Company solely in connection with their execution of the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the undersigned

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or as required by applicable Law. Without limiting the foregoing, the Company and each party hereto may disclose this letter (i) to the extent required by the applicable rules of any national securities exchange or required (or requested by the SEC) in connection with any SEC filings relating to the Merger, (ii) by interrogatory, subpoena, civil investigative demand or similar process or (iii) in connection with enforcing this letter or the Merger Agreement.

11. Section 9.11 (Governing Law) and, subject to paragraph 12 below, Section 9.12(a) (General Jurisdiction) of the Merger Agreement are incorporated by reference herein mutatis mutandis.

12. Section 9.13 (Waiver of Jury Trial) of the Merger Agreement is incorporated by reference herein mutatis mutandis.

All communications to Parent in relation to this letter should be addressed to:


c/o Vista Equity Partners Management, LLC
Four Embarcadero Center, 20th Floor
San Francisco, California 94111
Attn:		Rod Aliabadi
		Nick Prickel
		Christina Lema
Email:		[***]

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Attention:		Daniel Wolf, P.C.
		David M. Klein, P.C.
		Chelsea Darnell
Email:		[***]

and

Kirkland & Ellis LLP
555 California Street
San Francisco, CA 94104
Attention:		Stuart E. Casillas, P.C.
		Ari Levi
Email:		[***]

Page 6

All communications to the Investor in relation to this letter should be addressed to:

KKR Knowledge Investors L.P.

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

Attention: Stephen Shanley

Email: [***]

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attn: Saee Muzumdar

Email: [***]

13. Each party to this letter hereby represents and warrants with respect to itself to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization, (b) it has all corporate, limited liability company, limited partnership or similar partnership power and authority to execute, deliver and perform this letter, (c) the execution, delivery and performance of this letter by it has been duly and validly authorized and approved by all necessary corporate, limited liability company, limited partnership or similar action, and no other proceedings or actions on its part are necessary therefor, (d) this letter has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, (e) the execution, delivery and performance by it of this letter do not and will not (i) violate its organizational documents, (ii) violate any applicable Law, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation, any contract to which it is a party, in any case, for which the violation, default or right would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation by it of the transactions contemplated by this letter on a timely basis, and (f) all approvals of, filings with and notifications to, any Governmental Authority or any other Person necessary for the due execution, delivery and performance of this letter by it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority or other Person is required in connection with the execution, delivery or performance by it of this letter. In addition, Investor represents and warrants to Parent that access to funds necessary to fulfill the Commitment under this letter shall be available to Investor for as long as this letter and the Commitment hereunder shall remain in effect, and that Investor is fully familiar with the Merger Agreement, the Support Agreement and the respective other documents and instruments delivered in connection therewith. Investor covenants and agrees that (A) it will not take any action or omit to take any action that would or would reasonably be expected to cause or result in any of the foregoing representations and warranties to become untrue, and (B) in the event that Investor is required to make payments pursuant to the terms of this letter, it will call capital from the partners of Investor or its Affiliates or otherwise obtain funds in such amounts and at such times as necessary to fulfill its obligations under the terms of this letter, or otherwise satisfy its obligations in this letter by consummating the Exchange in accordance with the Support Agreement. All representations, warranties, covenants and agreements of Investor contained herein shall survive the execution and delivery of this letter and shall be deemed made continuously, and shall continue in full force and effect, until the Commitment Expiration Date.

14. Each party acknowledges and agrees that (a) this letter is not intended to, and does not, create any agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto and neither this letter nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise and (b) the obligations of Investor under this letter are solely contractual in nature.

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15. If any term or other provision of this letter is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this letter shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto; provided, however, that this letter may not be enforced without giving effect to the provisions of paragraphs 6, 7, 8 and 9 of this letter. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this letter so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. Each party agrees that it will use its reasonable best efforts to cooperate with the other parties to this letter in seeking and agreeing to an expedited schedule in any litigation seeking an injunction or order of specific performance.

16. This letter may be signed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement (including by electronic transmission, by facsimile or email in .pdf format).

[Signature page follows.]

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Very truly yours,

KKR KNOWLEDGE INVESTORS L.P.

By:		KKR KNOWLEDGE INVESTORS GP
		LLC, its General Partner


By:		/s/ Stephen Shanley
Name:		Stephen Shanley
Title:		Vice President

Accepted and agreed to as of

the date first above written:


ORANJE HOLDCO, LLC

By:		/s/ Nicholas Prickel
Name:		Nicholas Prickel
Title:		Vice President