REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 2021, is made and entered into by and among Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”), Khosla Ventures SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
Khosla Ventures Acquisition Co. Menlo Park, CA 94025Securities Subscription Agreement • February 12th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 22, 2021 by and between Khosla Ventures SPAC Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,000,000 shares of Class B common stock, $0.0001 par value per share (the “Class B Shares”) and 5,000,000 shares of Class K common stock, $0.0001 par value per share (the “Class K Shares” and with the Class B Shares, the “Shares”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 3, 2021, by and between Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March 3, 2021, between Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”), and Khosla Ventures SPAC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Khosla Ventures Acquisition Co. 30,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • New York
Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and, at the election of the Underwriters, up to 4,500,000 additional shares of Class A Common Stock, if any (the “Optional Shares” and, together with the Firm Shares that the Underwriters elect to purchase pursuant to Section 2 hereof, hereinafter called the “Shares”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • New York
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • March 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • Delaware
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of March 3, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”) and Khosla Ventures SPAC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
March 3, 2021 Khosla Ventures Acquisition Co. Menlo Park, California 94025Letter Agreement • March 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the underwriting agreement (the “Underwriting Agreement”) entered into by and between Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s shares (the “Shares”) of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 25th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, between Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”), [•], a Delaware [•], and [•], a Delaware [•] (together, the “Purchasers”).
Re: Valo Health, Inc. Employment LetterEmployment Letter • October 8th, 2021 • Khosla Ventures Acquisition Co. • Pharmaceutical preparations
On behalf of Valo Health, Inc., together with its affiliates (the “Company”), this letter sets forth the terms of your employment with the Company (the “Employment Letter”). This Employment Letter and accompanying documents and agreements summarize and set forth important terms about your employment with the Company. This Employment Letter amends, restates and replaces any existing offer letter, side letter or employment agreement between the Company and you. For the avoidance of doubt, you agree that this Employment Letter does not impact the Employee Confidentiality, Assignment and Noncompetition Agreement previously executed by you. The consideration for entering into this Employment Letter includes your 2021 annual salary adjustment, you receiving an equal or increased incentive compensation (i.e., annual bonus) and you receiving new or enhanced severance benefits.
Execution VersionEmployment Letter • October 8th, 2021 • Khosla Ventures Acquisition Co. • Pharmaceutical preparations
On behalf of Valo Health, Inc., together with its affiliates and any successor thereto (the “Company”), this letter sets forth the terms of your employment with the Company (the “Employment Letter”). This Employment Letter and accompanying documents and agreements summarize and set forth important terms about your employment with the Company. This Employment Letter shall be effective September 1, 2021 (the “Effective Date”).
LICENSE AGREEMENT between SANOFI and VALO HEALTH, INC. Dated as of May 10, 2021License Agreement • October 20th, 2021 • Khosla Ventures Acquisition Co. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made and entered into as of May 10, 2021 (the “Effective Date”) by and between Sanofi, a French corporation, having offices at 54, rue la Boétie, 75008 Paris (“Sanofi” or “Licensor”), and, Valo Health, Inc., a Delaware corporation, with a principal office at 399 Boylston Street, Suite 505, Boston, MA 02116 (“Valo” or “Licensee”). Sanofi and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SPONSOR VESTING AGREEMENTSponsor Vesting Agreement • June 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • Delaware
This SPONSOR VESTING AGREEMENT (this “Agreement”), dated as of June 9, 2021, is made by and between Khosla Ventures SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”), Valo Health, LLC, a Delaware limited liability company (“Valo Health Holdco”) and Valo Health, Inc., a Delaware corporation and a direct wholly owned subsidiary of Valo Health Holdco (“Valo Health”). The Sponsor, the Company, Valo Health Holdco and Valo Health are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 22nd, 2021 • Khosla Ventures Acquisition Co. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of September 22, 2021 (the “Amendment Date”) by and among Khosla Ventures Acquisition Co., a Delaware corporation (“Acquiror”), Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), Valo Health, LLC, a Delaware limited liability company (“Company Holdco”) and Valo Health, Inc., a Delaware corporation and a direct wholly owned subsidiary of Company Holdco (the “Company” and, together with Company Holdco, the “Company Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 12th, 2023 • Khosla Ventures Acquisition Co. • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 6, 2023, by and between Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
KHOSLA VENTURES ACQUISITION CO. SPONSOR VOTING AGREEMENTSponsor Voting Agreement • March 30th, 2021 • Khosla Ventures Acquisition Co. • Blank checks
This Sponsor Voting Agreement (this “Agreement”) is made as of March 26, 2021, by and among Khosla Ventures Acquisiton Co., a Delaware corporation (the “SPAC”) and Khosla Ventures SPAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).
Re: Valo Health, Inc. Employment LetterEmployment Agreement • October 8th, 2021 • Khosla Ventures Acquisition Co. • Pharmaceutical preparations
On behalf of Valo Health, Inc., together with its affiliates (the “Company”), this letter sets forth the terms of your employment with the Company (the “Employment Letter”). This Employment Letter and accompanying documents and agreements summarize and set forth important terms about your employment with the Company. This Employment Letter amends, restates and replaces any existing offer letter, side letter or employment agreement between the Company and you. For the avoidance of doubt, you agree that this Employment Letter does not impact the Employee Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement previously executed by you. The consideration for entering into this Employment Letter includes your 2021 annual salary adjustment, you receiving an equal or increased incentive compensation (i.e., annual bonus) and you receiving new or enhanced severance benefits.
AGREEMENT AND PLAN OF MERGER by and among KHOSLA VENTURES ACQUISITION CO., KILLINGTON MERGER SUB INC., VALO HEALTH, LLC and VALO HEALTH, INC. dated as of June 9, 2021Merger Agreement • June 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of June 9, 2021 (this “Agreement”), is made and entered into by and among Khosla Ventures Acquisition Co., a Delaware corporation (“Acquiror”), Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), Valo Health, LLC, a Delaware limited liability company (“Company Holdco”) and Valo Health, Inc., a Delaware corporation and a direct wholly owned subsidiary of Company Holdco (the “Company”).
MEMBER SUPPORT AGREEMENTMember Support Agreement • June 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks
This Member Support Agreement (this “Agreement”) is dated as of June 9, 2021, by and among Khosla Ventures Acquisition Co., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Member” and, collectively, the “Members”), Valo Health, LLC, a Delaware limited liability company (“Company Holdco”) and Valo Health, Inc., a Delaware Corporation and direct wholly owned subsidiary of Company Holdco (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [ 🌑 ], 2021, by and between Khosla Ventures Acquisition Co., a Delaware corporation (“KVSA”), and the undersigned subscriber (the “Investor”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 9th, 2021 • Khosla Ventures Acquisition Co. • Blank checks
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of June 9, 2021, by and among Khosla Ventures SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Khosla Ventures Acquisition Co., a Delaware corporation (“Acquiror”), Valo Health, LLC, a Delaware limited liability company (“Company Holdco”) and Valo Health, Inc., a Delaware corporation and direct wholly owned subsidiary of Company Holdco (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
