KHOSLA VENTURES ACQUISITION CO.
SPONSOR VOTING AGREEMENT
This Sponsor Voting Agreement (this Agreement) is made as of March 26, 2021, by and among Khosla Ventures Acquisiton Co., a Delaware corporation (the SPAC) and Khosla Ventures SPAC Sponsor, LLC, a Delaware limited liability company (the Sponsor).
WHEREAS, pursuant to Section 7.9 of the Second Amended and Restated Certificate of Incorporation (the Restated Charter) of the SPAC, prior to the closing of the initial Business Combination (as defined in the Restated Charter), the holders of Class B Common Stock shall have the exclusive right to elect and remove any director, and the holders of Class A Common Stock shall have no right to vote on the election or removal of any director;
WHEREAS, the Sponsor holds substantially all of the shares of Class B Common Stock of the SPAC (Class B Shares), and the Sponsor desires to enter into this Agreement to provide that prior to the initial business combination the Sponsor will not vote its Class B Shares to remove any director from the Board unless such removal is approved by a majority of the board of the SPAC.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Agreement to Vote Shares; Further Assurances.
a. The Sponsor agrees during the term of this Agreement (x) to vote or cause to be voted the Class B Shares, at every meeting (or in connection with any request for action by written consent) of the stockholders of SPAC at which removal of any director is considered and at every adjournment or postponement thereof, and (y) to execute a written consent or consents if stockholders of the SPAC are requested to vote their shares through the execution of an action by written consent, in each case to the extent such Class B Shares are to be voted with respect to the removal of any director prior to the initial Business Combination, only as directed by a majority of the board of directors of the SPAC.
b. The Sponsor hereby agrees that, during the term of this Agreement, the Sponsor shall not modify or amend any contract between the Sponsor, on the one hand, and the SPAC, on the other hand, that would contradict, limit, restrict or impair either partys ability to perform or satisfy any obligation under this Agreement.
2. Termination. This Agreement shall automatically terminate upon the consummation of the initial Business Combination. Upon termination of this Agreement, no party shall have any further rights, obligations or liabilities under this Agreement; provided, that nothing in this Section 2 shall relieve any party of liability for any willful breach of this Agreement occurring prior to termination and the provisions of Sections 2, 4-6 shall survive any termination of this Agreement.