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, 2021Merger Agreement • 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.
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”).
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).
