0001193125-21-099046 Sample Contracts

INDEMNITY AGREEMENT
Indemnity 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

FORWARD PURCHASE AGREEMENT
Forward 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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 Agreement
Underwriting 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”).

PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT
Private 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 94025
Letter 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.

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