REGISTRATION RIGHTS AGREEMENT
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).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of January 29, 2021 (the Subscription Agreement), pursuant to which the Sponsor purchased an aggregate of 5,000,000 shares of the Companys Class B common stock, par value $0.0001 per share (the Class B Founder Shares) and 5,000,000 shares of the Companys Class K common stock, par value $0.0001 per share (the Class K Founder Shares and, together with the Class B Founder Shares, the Founder Shares);
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Class A Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation;
WHEREAS, the Company and the Sponsor have entered into that certain Private Placement Shares Purchase Agreement, dated as of March [ ], 2021, pursuant to which the Sponsor agreed to purchase an aggregate of 1,300,000 shares of Class A common stock (or up to 1,450,000 shares of Class A common stock if the over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Placement Shares), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1.01 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.