REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • Khosla Ventures Acquisition Co. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [ ], 2021, is made and entered into by and among Khosla Ventures Acquisition Co. III, a Delaware corporation (the “Company”), Khosla Ventures SPAC Sponsor III 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. III Menlo Park, CA 94025Securities Subscription Agreement • March 15th, 2021 • Khosla Ventures Acquisition Co. III • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 29, 2021 by and between Khosla Ventures SPAC Sponsor III LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Khosla Ventures Acquisition Co. III, 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 15th, 2021 • Khosla Ventures Acquisition Co. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March [ ], 2021, by and between Khosla Ventures Acquisition Co. III, a Delaware corporation (the “Company”), and ___________________ (the “Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 15th, 2021 • Khosla Ventures Acquisition Co. III • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March [ ], 2021, between Khosla Ventures Acquisition Co. III, a Delaware corporation (the “Company”), and Khosla Ventures SPAC Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).
Khosla Ventures Acquisition Co. III 50,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • March 15th, 2021 • Khosla Ventures Acquisition Co. III • Blank checks • New York
Khosla Ventures Acquisition Co. III, 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 50,000,000 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 7,500,000 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 15th, 2021 • Khosla Ventures Acquisition Co. III • Blank checks • New York
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • March 15th, 2021 • Khosla Ventures Acquisition Co. III • Blank checks • Delaware
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of March [ ], 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. III, a Delaware corporation (the “Company”) and Khosla Ventures SPAC Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).
March [ ], 2021 Khosla Ventures Acquisition Co. III Menlo Park, California 94025 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 15th, 2021 • Khosla Ventures Acquisition Co. III • 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. III, a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., 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.
