Kind 425 Khosla Ventures Acquisit Filed By: Khosla Ventures Acquisition Co Ii


During the Interim Period, SPAC shall, and shall cause its Subsidiaries to comply with, and continue performing under, as relevant, the SPAC Organizational Documents, the Trust Agreement, the Transaction Agreements and all other agreements or Contracts to which SPAC or its Subsidiaries may be a celebration. The board of directors of SPAC has received the opinion of Guggenheim Securities, LLC, to the impact that, as of the date of such opinion and topic to the assumptions, limitations, qualifications and other conditions contained therein, the Equity Value is truthful, from a monetary point of view, to SPAC. Except as described within the SEC Reports or in reference to the PIPE Investment, there aren’t any transactions, Contracts, side letters, preparations or understandings between any SPAC Party, on the one hand, and any director, officer, worker, stockholder, warrant holder or Affiliate of such SPAC Party. There is not any legal responsibility, debt or obligation against SPAC or its Subsidiaries, aside from liabilities and obligations mirrored or reserved for on SPAC’s consolidated steadiness sheet as of September 30, 2020 or disclosed in the notes thereto , which have arisen for the reason that date of SPAC’s consolidated stability sheet as of September 30, 2020 in the odd course of the operation of enterprise of SPAC and its Subsidiaries , disclosed in the Schedules or incurred in reference to or contemplated by this Agreement and/or the Transactions. Except fees described on Schedule ‎6.07 , no dealer, finder, funding banker or different Person is entitled to any brokerage payment, finders’ charge, underwriting fee, deferred underwriting payment, fee or other related cost in reference to the transactions contemplated by this Agreement primarily based upon preparations made by SPAC or any of its Affiliates, including the Sponsors.

Apple’s IDFA is a string of numbers and letters assigned to Apple devices which advertisers use to establish app users to ship customized and focused promoting. As a consequence, the power of advertisers to accurately goal and measure their advertising campaigns at the neighbor level will depend on the opt-in fee to grant IDFA entry and if the opt-in price is low, advertisers’ capacity to focus on and measure advertising campaigns on Nextdoor might turn into significantly restricted. These communications don’t constitute an offer to promote or the solicitation of a suggestion to purchase any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction by which such offer, solicitation or sale would be unlawful previous to registration or qualification underneath the securities laws of any such jurisdiction. No providing of securities shall be made except by means of a prospectus assembly the requirements of Section 10 of the Securities Act, or an exemption therefrom. Nextdoor’s business mixture with KVSB will provide entry to new capital, which will be used to accelerate Nextdoor’s progress plans together with hiring, increasing monetization, and continuing to develop products to construct stronger, more vibrant, and resilient neighborhoods.

We have strategic relationships with three of the world’s largest buyers of plastic – Nestle, Danone and Pepsi, who are all traders in the company. These corporations have rigorously examined our technology and produced bottles using our supplies, ensuring that Origin can meet their excessive requirements. Notably, all three have signed offtake agreements worth several hundred million dollars and have representatives on our Board.

The phrases “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Investor Rights Agreement or any document to be signed in reference to this Investor Rights Agreement shall be deemed to incorporate digital signatures, deliveries or the maintaining of data in digital type, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, bodily delivery thereof or using a paper-based recordkeeping system, because the case may be, and the events hereto consent to conduct the transactions contemplated hereunder by electronic means. Notwithstanding something on the contrary contained in this Investor Rights Agreement, during the Sponsor Lock-Up Period or the Lucid Shareholder Lock-Up Period , the Holders might Transfer, without the consent of PubCo, any of such Person’s Lock-Up Shares in accordance with Section 5.04 of the Bylaws and, within the case of Sponsor, permitted pursuant to Section 6 or the Sponsor Agreement; supplied, that the Transferee of such Lock-Up Shares shall haven’t any rights beneath this Investor Rights Agreement, except, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights Agreement. Any Transferee of Lock-Up Shares who is a Permitted Transferee of the Transferor pursuant to this ‎Section four.2 shall be required, on the time of and as a situation to such Transfer, to become a celebration to this Investor Rights Agreement by executing and delivering a joinder within the form connected to this Investor Rights Agreement as Exhibit B, whereupon such Transferee shall be handled as a Party for all functions of this Investor Rights Agreement. Following the time interval specified in such Non-Marketed Underwritten Shelf Take-Down Notice, every Take-Down Tagging Holder that has delivered a Take-Down Participation Notice shall be permitted to sell in such Non-Marketed Underwritten Shelf Take-Down on the phrases and situations set forth in the Non-Marketed Underwritten Shelf Take-Down Notice, concurrently with the Shelf Take-Down Initiating Holders and the other Non-Marketed Underwritten Shelf Take-Down Selling Holders, the variety of Registrable Securities calculated pursuant to ‎Section 3.1.

If few analysts cowl New Nextdoor, demand for its frequent inventory may lower and its widespread stock worth and trading volume may decline. Similar outcomes may occur if a quantity of of these analysts cease masking New Nextdoor in the future or fail to publish stories on it frequently. Third parties could declare that Nextdoor’s platform infringes their mental property rights, and such claims could result in legal claims towards Nextdoor and its know-how partners and clients. These claims may harm Nextdoor’s brand and reputation and create liability for Nextdoor. Nextdoor expects the variety of such claims to increase as the functionality of Nextdoor’s platform overlaps with that of other services, and because the quantity of issued software patents and patent purposes continues to extend.

” means each Company Option or portion thereof that’s vested and outstanding immediately previous to the Effective Time. ” means every Company Option or portion thereof that’s unvested and excellent instantly prior to the Effective Time. ” means any settlement or association pursuant to which an Acquired Company or Artius is or could also be obligated to indemnify any Person for, or in any other case pay, any Tax of or imposed on another Person, or indemnify, or pay over to, another Person any amount decided by reference to actual or deemed Tax benefits, Tax assets mylocalaggregation, or Tax financial savings. ” means any usually commercially out there, non-customized Software in executable code form that is obtainable for a value of no more than Five Thousand Dollars ($5,000) for a perpetual license for a single person or workstation (or Fifty Thousand Dollars ($50,000) in the combination for all users and work stations). ” means the sum of the Series C Per Share Liquidation Preference for each share of Series C Preferred Stock excellent immediately previous to the Effective Time.

Moreover, info concerning the topic material of representations and warranties might change after the date of the Merger Agreement, the Subscription Agreements, the Sponsor Support Agreement, the Stockholder Support Agreement and the Sponsor Holders Lock-UpAgreement, as applicable, which subsequent information could or will not be totally mirrored in the KVSB’s public disclosures. The Merger Agreement contemplates that, on the Closing, KVSB, the Sponsor, certain stockholders of Nextdoor and certain of their respective associates, as relevant, and the other events thereto, will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which KVSB will conform to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of New Nextdoor Class A common stock and other fairness securities of KVSB that are held by the parties thereto from time to time. As of the date hereof, apart from the Company Options, Company RSUs, Company Preferred Shares and Company Warrants, there aren’t any subscriptions, calls, options, warrants, rights , places or different securities convertible into or exchangeable or exercisable for Company Common Shares or the fairness interests of the Company, or any other Contracts to which the Company is a party or by which the Company is certain obligating the Company to issue or sell any shares of, other fairness pursuits in or debt securities of, the Company and no fairness equivalents, stock or share appreciation rights, phantom inventory or share possession interests or similar rights in the Company. As of the date hereof, there are not any excellent contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company. There are not any excellent bonds, debentures, notes or other indebtedness of the Company having the best to vote on any matter for which the Company’s shareholders could vote.

During the Interim Period, Acquiror shall, and shall cause its Subsidiaries to adjust to, and proceed performing beneath, as applicable, Acquiror’s Governing Documents and the Trust Agreement. The Company shall use its reasonable greatest efforts to terminate or settle all Affiliate Agreements set forth on Section6.4 of the Company Disclosure Letter at or previous to the Closing without additional liability to Acquiror, the Company or any of its Subsidiaries. Acquiror and Merger Sub have not taken any action, nor to the knowledge of Acquiror are there any facts or circumstances, that may fairly be anticipated to prevent the Merger from qualifying as a “reorganization” inside the meaning of Section 368 of the Code. During the previous three years, neither the Acquiror nor Merger Sub was a distributing corporation or a managed corporation in a transaction purported or meant to be governed by Section 355 of the Code. Neither the Acquiror nor Merger Sub is a party to any Tax indemnification or Tax sharing or similar agreement (other than any settlement solely between the Acquiror and/or Merger Sub or business Contracts the principal function of which isn’t Taxes). Acquiror just isn’t an “investment company” or a Person immediately or not directly “controlled” by or appearing on behalf of an “investment company”, in each case inside the that means of the Investment Company Act.

It is accordingly agreed that the events shall be entitled to an injunction or injunctions to forestall breaches of this Subscription Agreement, without posting a bond or enterprise and without proof of damages, to enforce particularly the terms and provisions of this Subscription Agreement, this being in addition to any other treatment to which such celebration is entitled at legislation, in fairness, in contract, in tort or in any other case. This Subscription Agreement is most likely not modified, waived or terminated besides by an instrument in writing, signed by every of the parties hereto and, with respect to any modification or waiver, to the extent required by the Transaction Agreement, the Company; provided that the Investor may waive any rights hereunder with out acquiring written consent from KVSB or the Company. No failure or delay of either celebration in exercising any proper or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such proper or power, or any abandonment or discontinuance of steps to implement such right or power, or any course of conduct, preclude another or additional exercise thereof or the exercise of some other right or power. The rights and treatments of the parties and third-party beneficiaries hereunder are cumulative and aren’t unique of any rights or treatments that they’d in any other case have hereunder.

Nextdoor’s progress strategy is determined by, among different issues, rising neighbors on the network, increasing engagement, creating new and bettering current merchandise for neighbors and organizations, attracting more advertisers , scaling its enterprise with existing advertisers, and delivering focused advertisements primarily based on neighbors’ private style and interests. There could be no assurance that Nextdoor will successfully increase monetization on its platform or that it’ll maintain or enhance the present development fee of its income. Nextdoor has a limited working historical past on the present scale of its business and continues to be scaling up its monetization efforts, which makes it troublesome to gauge its current business and future prospects, and there’s no assurance it is going to be in a position to scale its business for future growth. “We have long focused on partnering with cutting-edge, category-defining companies with super growth potential, strong management teams and, importantly, clearly defined missions.