INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 23, 2021, by and between Khosla Ventures Acquisition Co. II, a Delaware corporation (the “Company”), and ___________________ (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2021, is made and entered into by and among Khosla Ventures Acquisition Co. II, a Delaware corporation (the “Company”), Khosla Ventures SPAC Sponsor II 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. II Menlo Park, CA 94025Khosla Ventures Acquisition Co. II • March 15th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 29, 2021 by and between Khosla Ventures SPAC Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Khosla Ventures Acquisition Co. II, 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 • November 12th, 2021 • Nextdoor Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnity Agreement (this “Agreement”), dated as of _____________, 202_ is made by and between Nextdoor Holdings, Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 30th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March 23, 2021, between Khosla Ventures Acquisition Co. II, a Delaware corporation (the “Company”), and Khosla Ventures SPAC Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2021 • Nextdoor Holdings, Inc. • Services-computer programming, data processing, etc.
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2021, is made and entered into by and among Nextdoor Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as Khosla Ventures Acquisition Co. II), Khosla Ventures SPAC Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and Samir Kaul, Anita Sands, Enrico Gaglioti, and Dmitri Shklovsky (together with the Sponsor, the “KVSB Holders”), and certain former stockholders of Nextdoor, Inc., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and the KVSB Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 30th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks • New York
Khosla Ventures Acquisition Co. II 40,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 30th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks • New York
Khosla Ventures Acquisition Co. II, 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 40,000,000 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 6,000,000 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 15th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks • New York
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • March 30th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks • Delaware
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of March 23, 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. II, a Delaware corporation (the “Company”) and Khosla Ventures SPAC Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
March 23, 2021 Khosla Ventures Acquisition Co. II Menlo Park, California 94025Letter Agreement • March 30th, 2021 • Khosla Ventures Acquisition Co. II • 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. II, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) 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.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • July 20th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [_____] (the “Executive”) and Nextdoor, Inc., a Delaware corporation (the “Company”), effective as of [_____], 2021 (the “Effective Date”).
November 7, 2023Control and Severance Agreement • February 27th, 2024 • Nextdoor Holdings, Inc. • Services-computer programming, data processing, etc. • California
This letter agreement confirms your promotion to the role of Chief Financial Officer of Nextdoor, Inc. (the “Company”)1 effective November 7, 2023, and hereby amends and restates your prior offer letter, dated May 28, 2019 (the “Prior Agreement”).
May 8, 2024Nextdoor Holdings, Inc. • August 7th, 2024 • Services-computer programming, data processing, etc. • Colorado
This letter confirms the agreement (“Agreement”) between you and Nextdoor, Inc. (together with its parent, “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue. If you wish to enter into this Agreement, please sign below no later than the expiration of the Consideration Period (as defined below).
ELECTION, WAIVER AND CONSENTElection, Waiver and Consent • March 15th, 2022 • Nextdoor Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This ELECTION, WAIVER AND CONSENT (this “Waiver”), is dated as of October 1, 2021, by and among Khosla Ventures SPAC Sponsor II LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I to the Sponsor Agreement (as defined below) (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Khosla Ventures Acquisition Co. II, a Delaware corporation (“Acquiror”), and Nextdoor, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among KHOSLA VENTURES ACQUISITION CO. II LORELEI MERGER SUB INC., and NEXTDOOR, INC. dated as of JULY 6, 2021Agreement and Plan of Merger • July 6th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of July 6, 2021 (this “Agreement”), is made and entered into by and among Khosla Ventures Acquisition Co. II, a Delaware corporation (“Acquiror”), Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”), and Nextdoor, Inc., a Delaware corporation (the “Company”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 6th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of July 6, 2021, by and among Khosla Ventures SPAC Sponsor II 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. II, a Delaware corporation (“Acquiror”), and Nextdoor, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
February 29, 2024Nextdoor Holdings, Inc. • May 7th, 2024 • Services-computer programming, data processing, etc. • California
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 6th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [ ], 2021 by and between (a) Nextdoor, Inc., a Delaware corporation (formerly known as Khosla Ventures Acquisition Co. II, a Delaware corporation (the “Acquiror”)) (the “Company”), and (b) the person or entity identified under the heading “Holder” on the signature page hereto (“Holder”). Capitalized terms used but not otherwise defined in this Agreement will have the meanings ascribed to such terms in the Agreement and Plan of Merger, dated as of July 6, 2021, by and among Acquiror, Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror and Company (as it may be amended or supplemented from time to time, the “Merger Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 6th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 6, 2021, by and between Khosla Ventures Acquisition Co. II, a Delaware corporation (“KVSB”), and the undersigned subscriber (the “Investor”).
February 26, 2024An Arbitration Agreement • May 7th, 2024 • Nextdoor Holdings, Inc. • Services-computer programming, data processing, etc. • California
This letter agreement confirms our offer to you for the role of Chief Executive Officer and President (the “position”) of Nextdoor, Inc. (the “Company”)1 effective May 8, 2024. In your role as Chief Executive Officer and President of the Company you will report to the Company’s Board of Directors (the “Board”). You will initially also serve as Executive Chair of the Board effective March 18, 2024.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 6th, 2021 • Khosla Ventures Acquisition Co. II • Blank checks
This Stockholder Support Agreement (this “Agreement”) is dated as of July 6, 2021, by and among Khosla Ventures Acquisition Co. II, a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Stockholder” and, collectively, the “Stockholders”) and Nextdoor, Inc., a Delaware corporation (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).
November 7, 2023Nextdoor Holdings, Inc. • February 27th, 2024 • Services-computer programming, data processing, etc. • California
This letter confirms the agreement (“Agreement”) between you and Nextdoor, Inc. (together with its parent, “Company”) concerning the terms of your transition and separation from employment and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue now and upon the Separation Date (as defined below).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 1st, 2021 • Khosla Ventures Acquisition Co. II • Services-computer programming, data processing, etc.
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of September 30, 2021 (the “Amendment Date”) by and among Khosla Ventures Acquisition Co. II, a Delaware corporation (“Acquiror”), Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Nextdoor, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
