8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 9, 2021

Khosla Ventures Acquisition Co.

(Exact name of registrant as specified in its charter)

Delaware	001-40131	85-1488707
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2128 Sand Hill Road Menlo Park, California		94025
(Address of principal executive offices)		(Zip Code)

(650) 376-8500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	KVSA	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

Khosla Ventures Acquisition Co. (“KVSA”) is a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On June 9, 2021, KVSA entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Valo Health, Inc., a Delaware corporation (“Valo”), Valo Health, LLC, a Delaware limited liability company (“Valo Holdco” and, together with Valo, the “Valo Parties”) and Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVSA (“Merger Sub”).

The Merger

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”):

(i) no later than one business day prior to the closing of the transactions contemplated by the Merger Agreement (the “Closing”) and subject to the conditions of the Merger Agreement, Valo Holdco and Valo shall consummate the Pre-Closing Restructuring (as defined in the Merger Agreement), pursuant to which, amongst other things, Valo Holdco will, in accordance with the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act, merge with and into Valo, with Valo being the surviving corporation and, after giving effect to such merger, the former holders of all of the outstanding Valo Holdco Units (as defined in the Merger Agreement) will collectively own all of the outstanding shares of Valo common stock;

(ii) at the Closing, upon the terms and subject to the conditions of the Merger Agreement, in accordance with the DGCL, Merger Sub will merge with and into Valo, the separate corporate existence of Merger Sub will cease and Valo will be the surviving corporation and a wholly owned subsidiary of KVSA (the “Merger”);

(iii) as a result of the Merger, among other things, all outstanding shares of capital stock of Valo will be canceled in exchange for the right to receive, in the aggregate, 225,000,000 shares of KVSA Class A common stock, par value $0.0001 per shares (“KVSA Common Stock”) (including those shares that underlie equity awards), reduced for the shares underlying outstanding equity awards of KVSA that are issued in exchange for all outstanding equity awards of Valo; and

(iv) upon the effective time of the Business Combination, KVSA will immediately be renamed “Valo Health, Inc.”

The Board of Directors of KVSA (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of KVSA.

Conditions to Closing

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the stockholders of KVSA and equityholders of Valo and Valo Holdco, (ii) effectiveness of the proxy statement / registration statement on Form S-4 to be filed by KVSA in connection with the Business Combination, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) receipt of approval for listing on the Nasdaq Stock Market the shares of KVSA Common Stock to be issued in connection with the Merger, (v) that KVSA have at least $5,000,001 of net tangible assets upon Closing (vi) the absence of any injunctions enjoining or prohibiting the Merger, and (vii) the completion of the Pre-Closing Restructuring no later than one business day prior to the Closing.

Other conditions to Valo’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the Anti-Dilution Waiver (as defined below) being in full force and effect, and (ii) the amount of (x) cash available in the trust account into which substantially all of the proceeds of KVSA’s initial public offering and private placements of its common stock have been deposited for the benefit of KVSA, certain of its public stockholders and the underwriters of KVSA’s initial public offering (the “Trust Account”), after deducting the amount required to

satisfy KVSA’s obligations to its stockholders (if any) that exercise their rights to redeem their KVSA Common Stock pursuant to the KVSA’s existing constitutional documents (but prior to payment of (a) any deferred underwriting commissions being held in the Trust Account and (b) any transaction expenses of KVSA, Valo or their respective affiliates) (the “Trust Amount”) plus (y) the aggregate amount of cash received in connection with the PIPE Investment (as defined below), plus (z) the aggregate amount of cash that has been funded to KVSA pursuant to that certain forward purchase agreement, dated March 3, 2021, between KVSA and the Sponsor (as defined below) is at least equal to or greater than $450,000,000.

Covenants

The Merger Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing, (ii) the parties to not initiate any negotiations or enter into any agreements for certain alternative transactions, (iii) the Valo Parties to prepare and deliver to KVSA certain audited and unaudited consolidated financial statements of Valo, (iv) KVSA to prepare and file a proxy statement/registration statement on Form S-4 and take certain other actions to obtain the requisite approval of KVSA stockholders of certain proposals regarding the Business Combination and (v) the parties to use reasonable best efforts to obtain necessary approvals from governmental agencies and to consummate the Merger.

Representations and Warranties

The Merger Agreement contains customary representations and warranties by KVSA, Merger Sub, and the Valo Parties. The representations and warranties of the respective parties to the Merger Agreement generally will not survive the Closing.

KVSA Change in Recommendation

KVSA is required to include in the proxy statement/registration statement on Form S-4 the recommendation of KVSA’s board of directors to KVSA’s stockholders that they approve the transaction proposals set forth in the Merger Agreement, including the Merger (the “KVSA Board Recommendation”). KVSA is not permitted to change the KVSA Board Recommendation (such change, a “Change in Recommendation”) unless, as a result of an unforeseeable intervening event that materially and adversely impacts the Valo Parties (subject to certain exceptions), it determines in good faith, after consultation with its outside legal counsel, that the failure to make such a Change in Recommendation would be inconsistent with its fiduciary duties under applicable law.

Termination

The Merger Agreement may be terminated at any time prior to the Closing (i) by mutual written consent of KVSA and the Valo Parties, (ii) by the Valo Parties, if there is a Modification in Recommendation (as defined in the Merger Agreement), and (iii) by either KVSA or the Valo Parties in certain other circumstances set forth in the Merger Agreement, including (a) if certain approvals of the stockholders of KVSA, to the extent required under the Merger Agreement, are not obtained as set forth therein (b) if any Governmental Authority (as defined in the Merger Agreement) shall have issued or otherwise entered a final, nonappealable order making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger, (c) in the event of certain uncured breaches by the other party or (d) if the Closing has not occurred on or before December 9, 2021, the date that is 6 months after the date of the Merger Agreement.

Certain Related Agreements

Subscription Agreements

On June 9, 2021, concurrently with the execution of the Merger Agreement, KVSA entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for approximately 16.85 million shares of KVSA Common Stock for an aggregate purchase price equal to $168.5 million (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the Closing.

The Subscription Agreements for the PIPE Investors provide for certain registration rights. In particular, KVSA is required to no later than 30 calendar days following the Closing, submit to or file with the SEC a registration statement registering the resale of such shares. Additionally, KVSA is required to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following the Closing if the SEC notifies the Company that it will “review” the registration statement) and (ii) the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. The Company must use commercially reasonable efforts to keep the registration statement effective until the earliest of: (a) the date the PIPE Investors no longer hold any registrable shares, (b) the date all registrable shares held by the PIPE Investors may be sold without restriction under Rule 144 and (c) two years from the date of effectiveness of the registration statement.

The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (i) such date and time as the Merger Agreement is terminated in accordance with its terms; (ii) the mutual written agreement of the parties to such Subscription Agreement; (iii) if any of the conditions to closing set forth in such Subscription Agreements are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreements fail to occur; and (iv) at the election of the investor, December 3, 2021, if the Closing has not occurred on or before such date.

Sponsor Vesting Agreement

On June 9, 2021, the Khosla Ventures SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”) entered into the Sponsor Vesting Agreement (the “Sponsor Vesting Agreement”) with KVSA and the Valo Parties, pursuant to which the parties thereto agreed to, among other things, certain vesting terms with respect to the shares of KVSA Common Stock issuable upon conversion of the KVSA Class K common stock beneficially owned by the Sponsor as of the Closing on the terms and subject to the conditions set forth in the Sponsor Vesting Agreement, which vesting terms will be substantially the same as those set forth in KVSA’s Second Amended and Restated Certificate of Incorporation, as previously filed by KVSA as Exhibit 3.1 to its Current Report on Form 8-K filed on March 9, 2021.

Sponsor Support Agreement

On June 9, 2021, the Sponsor entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with KVSA, the Valo Parties and the other parties thereto, pursuant to which the Sponsor and each director and officer of KVSA agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) waive any anti-dilution adjustments as to the ratio by which their shares of Class K common stock and Class B common stock convert into shares of Class A Common Stock (the “Anti-Dilution Waiver”), in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement.

Member Support Agreement

On June 9, 2021, certain equityholders and each director and executive officer of Valo Holdco entered into the Member Support Agreement (the “Member Support Agreement”) with KVSA, Valo, Valo Holdco and the other parties thereto, pursuant to which the certain equityholders and each director and executive officer of Valo Holdco agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Member Support Agreement.

Transfer Restrictions and Registration Rights

The Merger Agreement contemplates that, at the Closing, KVSA, the Sponsor, certain stockholders of Valo and certain of their respective affiliates, as applicable, and the other parties thereto, will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which KVSA will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of KVSA Common Stock and other equity securities of KVSA that are held by the parties thereto from time to time.

At the Closing, KVSA and certain Valo equityholders (the “Valo Holders”) will enter into a Lock-Up Agreement (the “Valo Holders Lock-Up Agreement”). The Valo Holders Lock-Up Agreement contains certain restrictions on transfer with respect to shares of KVSA Common Stock held by the Valo Holders immediately following the Closing (other than shares purchased in the public market or in the PIPE Investment) and the shares of KVSA Common Stock issuable to directors and executive officers of the combined company upon settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following the Closing in respect of awards of Valo outstanding immediately prior to the Closing (the “Valo Holders Lock-up Shares”). Such restrictions begin at the Closing and end on the date that is 180 days after the Closing. If, after Closing, KVSA completes a transaction that results in a change of control, the Valo Holders Lock-up Shares are released from restriction immediately prior to such change of control.

Also at the Closing, the Sponsor and certain affiliated individuals (the “Sponsor Holders”) will enter into a Lock-Up Agreement (the “Sponsor Holders Lock-Up Agreement”). The Sponsor Holders Lock-Up Agreement contains certain restrictions on transfer with respect to shares of KVSA Common Stock held by the Sponsor Holders immediately following the Closing (other than shares purchased in the public market, but including shares purchased in the PIPE Investment) (the “Sponsor Holders Lock-up Shares”). Such restrictions begin at the Closing and end on the date that is one year after the Closing, subject to earlier release after 180 days if certain closing trading price milestones are achieved. If, after Closing, KVSA completes a transaction that results in a change of control, the Sponsor Holders Lock-up Shares are released from restriction immediately prior to such change of control.

The foregoing description of the Merger Agreement, the Subscription Agreements, the Sponsor Vesting Agreement, the Sponsor Support Agreement and the Member Support Agreement, and the transactions and documents contemplated thereby, is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, the form of Subscription Agreement, the Sponsor Vesting Agreement the Sponsor Support Agreement and the Member Support Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and the terms of which are incorporated by reference herein.

The Merger Agreement, the Subscription Agreements, the Sponsor Vesting Agreement, the Sponsor Support Agreement and the Member Support Agreement have been included to provide investors with information regarding its terms. They are not intended to provide any other factual information about KVSA or its affiliates. The representations, warranties, covenants and agreements contained in the Merger Agreement, the Subscription Agreements, the Sponsor Vesting Agreement, the Sponsor Support Agreement, the Member Support Agreement and the other documents related thereto were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, the Subscription Agreements, the Sponsor Vesting Agreement, the Sponsor Support Agreement and the Member Support Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement, the Subscription Agreements, the Sponsor Vesting Agreement, the Sponsor Support Agreement and the Member Support Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement, the Subscription Agreements, the Sponsor Vesting Agreement, the Sponsor Support Agreement and the Member Support Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, the Subscription Agreements, the Sponsor Vesting Agreement, the Sponsor Support Agreement and the Member Support Agreement, as applicable, which subsequent information may or may not be fully reflected in the KVSA’s public disclosures.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Investment is incorporated by reference in this Item 3.02. The shares of KVSA Common Stock to be issued in connection with the PIPE Investment will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

Item 7.01 Regulation FD Disclosure

On June 9, 2021, KVSA and Valo issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Attached as Exhibit 99.2 and incorporated herein by reference is the investor presentation, dated as of June 9, 2021, for use by KVSA in meetings with certain of its stockholders as well as other persons with respect to KVSA’s proposed transaction with Valo, as described in this Current Report on Form 8-K.

Attached as Exhibit 99.3 and incorporated herein by reference are supplemental slides to the investor presentation for use by KVSA in meetings with certain of its stockholders as well as other persons with respect to KVSA’s proposed transaction with Valo, as described in this Current Report on Form 8-K.

Attached as Exhibit 99.4 and incorporated herein by reference is the transcript of the NetRoadshow presentation for use by KVSA in meetings with certain of its stockholders as well as other persons with respect to KVSA’s proposed transaction with Valo, as described in this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of KVSA under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4.

Additional Information and Where to Find It

This Current Report on Form 8-K relates to a proposed transaction between KVSA and Valo. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. KVSA intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of KVSA, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all KVSA stockholders. KVSA also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of KVSA are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by KVSA through the website maintained by the SEC at www.sec.gov.

The documents filed by KVSA with the SEC also may be obtained free of charge at KVSA’s website at https://khoslaventuresacquisitionco.com/kvsa.

Participants in Solicitation

KVSA and Valo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from KVSA’s stockholders in connection with the proposed transaction. A list of the names of the directors and executive officers of KVSA and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.

Non-Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of KVSA, the combined company or Valo, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between KVSA and Valo. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of KVSA’s securities, (ii) the risk that the transaction may not be completed by KVSA’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by KVSA, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the stockholders of KVSA, the satisfaction of the minimum trust account amount following redemptions by KVSA’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Valo’s business relationships, operating results and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Valo and potential difficulties in Valo employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Valo or against KVSA related to the Merger Agreement or the proposed transaction, (x) the ability to maintain the listing of KVSA’s securities on a national securities exchange, (xi) the price of KVSA’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which KVSA plans to operate or Valo operates, variations in operating performance across competitors, changes in laws and regulations affecting KVSA’s or Valo’s business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive healthcare industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of KVSA’s registration on Form S-1 (File No. 333-253096), the registration statement on Form S-4 discussed above and other documents filed by KVSA from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and KVSA and Valo assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither KVSA nor Valo gives any assurance that either KVSA or Valo or the combined company will achieve its expectations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of June 9, 2021
10.1	Form of Subscription Agreement
10.2	Sponsor Vesting Agreement, dated as of June 9, 2021
10.3	Sponsor Support Agreement, dated as of June 9, 2021
10.4	Member Support Agreement, dated as of June 9, 2021
99.1	Press Release, dated as of June 9, 2021
99.2	Investor Presentation, dated as of June 9, 2021
99.3	Supplemental Slides to Investor Presentation
99.4	Transcript of NetRoadshow Presentation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Khosla Ventures Acquisition Co.
Date: June 9, 2021	By:	/s/ Peter Buckland
		Name:	Peter Buckland
		Title:	Chief Financial Officer

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

KHOSLA VENTURES ACQUISITION CO.,

KILLINGTON MERGER SUB INC.,

VALO HEALTH, LLC

and

VALO HEALTH, INC.

dated as of June 9, 2021

TABLE OF CONTENTS

		Page
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1.	Definitions		3
Section 1.2.	Construction		19
Section 1.3.	Knowledge		19
ARTICLE II
THE MERGER; CLOSING
Section 2.1.	The Merger		20
Section 2.2.	Effects of the Merger		20
Section 2.3.	Closing; Effective Time		20
Section 2.4.	Closing Deliverables		21
Section 2.5.	Governing Documents		22
Section 2.6.	Directors and Officers		22
Section 2.7.	Tax Free Reorganization Matters		23
ARTICLE III
EFFECTS OF THE MERGER ON THE COMPANY CAPITAL STOCK AND EQUITY AWARDS
Section 3.1.	Conversion of Securities		23
Section 3.2.	Exchange Procedures		23
Section 3.3.	Treatment of Company Options; Restricted Stock Awards		25
Section 3.4.	Allocation Schedule		25
Section 3.5.	Withholding		26
Section 3.6.	Dissenting Shares		26
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES
Section 4.1.	Company Organization		27
Section 4.2.	Subsidiaries		27
Section 4.3.	Due Authorization		27
Section 4.4.	No Conflict		28
Section 4.5.	Governmental Authorities; Consents		29
Section 4.6.	Capitalization of the Company Parties		29
Section 4.7.	Capitalization of Subsidiaries		30
Section 4.8.	Financial Statements		31
Section 4.9.	Undisclosed Liabilities		32
Section 4.10.	Litigation and Proceedings		32

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TABLE OF CONTENTS

(continued)

		Page
Section 4.11.	Legal Compliance		32
Section 4.12.	Contracts; No Defaults		32
Section 4.13.	Company Benefit Plans		35
Section 4.14.	Labor Relations; Employees		37
Section 4.15.	Taxes		39
Section 4.16.	Brokers’ Fees		41
Section 4.17.	Insurance		41
Section 4.18.	Licenses		41
Section 4.19.	Equipment and Other Tangible Property		42
Section 4.20.	Real Property		42
Section 4.21.	Intellectual Property		43
Section 4.22.	Regulatory Compliance		46
Section 4.23.	Privacy and Cybersecurity		48
Section 4.24.	Environmental Matters		49
Section 4.25.	Absence of Changes		49
Section 4.26.	Anti-Corruption Compliance		50
Section 4.27.	Sanctions and International Trade Compliance		50
Section 4.28.	Information Supplied		50
Section 4.29.	Vendors		51
Section 4.30.	Government Contracts		51
Section 4.31.	No Outside Reliance		51
Section 4.32.	No Additional Representation or Warranties		51
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB
Section 5.1.	Company Organization		52
Section 5.2.	Due Authorization		52
Section 5.3.	No Conflict		53
Section 5.4.	Litigation and Proceedings		53
Section 5.5.	SEC Filings		53
Section 5.6.	Internal Controls; Listing; Financial Statements		54
Section 5.7.	Governmental Authorities; Consents		54
Section 5.8.	Trust Account		55
Section 5.9.	Investment Company Act; JOBS Act		55
Section 5.10.	Absence of Changes		55
Section 5.11.	No Undisclosed Liabilities		56
Section 5.12.	Capitalization of Acquiror		56
Section 5.13.	Brokers’ Fees		58
Section 5.14.	Indebtedness		58
Section 5.15.	Taxes		58
Section 5.16.	Business Activities		59
Section 5.17.	Stock Market Quotation		60
Section 5.18.	Registration Statement, Proxy Statement and Proxy Statement/Registration Statement		60

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TABLE OF CONTENTS

(continued)

Section 5.19.	No Outside Reliance	61
Section 5.20.	No Additional Representation or Warranties	61
ARTICLE VI
COVENANTS OF THE COMPANY PARTIES
Section 6.1.	Conduct of Business	61
Section 6.2.	Inspection	65
Section 6.3.	Preparation and Delivery of Additional Company Financial Statements	65
Section 6.4.	Affiliate Agreements	66
Section 6.5.	Pre-Closing Restructuring	66
Section 6.6.	Acquisition Proposals	66
ARTICLE VII
COVENANTS OF ACQUIROR
Section 7.1.	Employee Matters	67
Section 7.2.	Trust Account Proceeds and Related Available Equity	68
Section 7.3.	Listing	68
Section 7.4.	No Solicitation by Acquiror	68
Section 7.5.	Acquiror Conduct of Business	68
Section 7.6.	Post-Closing Directors and Officers of Acquiror	70
Section 7.7.	Inspection	71
Section 7.8.	Indemnification and Insurance	71
Section 7.9.	Acquiror Public Filings	73
Section 7.10.	PIPE Subscriptions; Forward Purchase Agreement	73
ARTICLE VIII
JOINT COVENANTS
Section 8.1.	HSR Act; Other Filings	74
Section 8.2.	Preparation of Proxy Statement/Registration Statement; Stockholders’ Meeting and Approvals	75
Section 8.3.	Support of Transaction	78
Section 8.4.	Section 16 Matters	78
Section 8.5.	Cooperation; Consultation	79
Section 8.6.	Stockholder Litigation	79
Section 8.7.	Stockholder Approval	80

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE IX
CONDITIONS TO OBLIGATIONS
Section 9.1.	Conditions to Obligations of Acquiror, Merger Sub, and the Company		80
Section 9.2.	Conditions to Obligations of Acquiror and Merger Sub		81
Section 9.3.	Conditions to the Obligations of the Company		81
ARTICLE X
TERMINATION/EFFECTIVENESS
Section 10.1.	Termination		82
Section 10.2.	Effect of Termination		84
ARTICLE XI
MISCELLANEOUS
Section 11.1.	Trust Account Waiver		84
Section 11.2.	Waiver		85
Section 11.3.	Notices		85
Section 11.4.	Assignment		86
Section 11.5.	Rights of Third Parties		86
Section 11.6.	Expenses		86
Section 11.7.	Governing Law		87
Section 11.8.	Headings; Counterparts		87
Section 11.9.	Company Disclosure Letter		87
Section 11.10.	Entire Agreement		87
Section 11.11.	Amendments		87
Section 11.12.	Publicity		87
Section 11.13.	Severability		88
Section 11.14.	Jurisdiction; Waiver of Jury Trial		88
Section 11.15.	Enforcement		89
Section 11.16.	Non-Recourse		89
Section 11.17.	Non-Survival of Representations, Warranties and Covenants		89
Section 11.18.	Conflicts and Privilege		90

Exhibits

Exhibit A	Form of Acquiror Amended and Restated Certificate of Incorporation
Exhibit B	Form of Acquiror Amended and Restated Bylaws
Exhibit C	Form of Registration Rights Agreement
Exhibit D	Form of Incentive Equity Plan
Exhibit E	Form of Employee Stock Purchase Plan

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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger, dated as of June 9, 2021 (this “Agreement”), is made and entered into by and among Khosla Ventures Acquisition Co., a Delaware corporation (“Acquiror”), Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), Valo Health, LLC, a Delaware limited liability company (“Company Holdco”) and Valo Health, Inc., a Delaware corporation and a direct wholly owned subsidiary of Company Holdco (the “Company”).

RECITALS

WHEREAS, (a) Acquiror is a blank check company incorporated in Delaware on January 15, 2021 and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; and (b) Merger Sub is, as of the date of this Agreement, a wholly owned Subsidiary of Acquiror that was formed for purposes of consummating the transactions contemplated by this Agreement and the Ancillary Agreements;

WHEREAS, no later than one (1) business day prior to the Closing Date (as defined below) and subject to the conditions of this Agreement, Company Holdco and the Company shall consummate the Pre-Closing Restructuring (as defined below), pursuant to which, amongst other things, Company Holdco will, in accordance with the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act, merge with and into the Company, with the Company being the surviving corporation and, after giving effect to such merger, the former holders of all of the outstanding Company Holdco Units (as defined below) will collectively own all of the outstanding shares of Company Common Stock (as defined below);

WHEREAS, upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, (i) Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will be the surviving corporation and a wholly owned subsidiary of Acquiror (the “Merger”) and (ii) Acquiror will change its name to “Valo Health, Inc.”;

WHEREAS, upon the Effective Time (as defined below) and following the Pre-Closing Restructuring, all shares of Company Common Stock will be converted into the right to receive shares of Acquiror Class A Common Stock (as defined below) as set forth in this Agreement;

WHEREAS, upon the Effective Time and following the Pre-Closing Restructuring, each Company Option (as defined below) that is then outstanding will be converted into the right to receive an Acquiror Option (as defined below), subject to certain exceptions and conditions as set forth in this Agreement;

WHEREAS, upon the Effective Time and following the Pre-Closing Restructuring, each Restricted Stock Award (as defined below) that is then outstanding will be converted into the right to receive an Adjusted Restricted Stock Award (as defined below), subject to certain exceptions and conditions as set forth in this Agreement;

WHEREAS, each of the parties intends that, for United States federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), to which each of Acquiror, the Company and Merger Sub are to be parties under Section 368(b) of the Code, and this Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g);

WHEREAS, each of the Boards of Directors of Company Holdco and the Company has approved this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby, declared it advisable for Company Holdco and the Company, as applicable, to enter into this Agreement and the other documents contemplated hereby and recommended the approval of this Agreement by the holders of Company Holdco Units entitled to vote and the sole stockholder of the Company, as applicable;

WHEREAS, as a condition and inducement to Acquiror’s willingness to enter into this Agreement, simultaneously with the execution and delivery of this Agreement, the Requisite Members (as defined below) have each executed and delivered to Acquiror a Member Support Agreement (as defined below) pursuant to which the Requisite Members have agreed, among other things, to vote (whether pursuant to a duly convened meeting of the members of Company Holdco or pursuant to an action by written consent of the members of Company Holdco) in favor of the adoption and approval, promptly following the time at which the Registration Statement shall have been declared effective and delivered or otherwise made available to members of Company Holdco, of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby (including the Pre-Closing Restructuring);

WHEREAS, each of the Boards of Directors of Acquiror and Merger Sub has (i) determined that it is advisable for Acquiror and Merger Sub, as applicable, to enter into this Agreement and the documents contemplated hereby, (ii) approved the execution and delivery of this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby, and (iii) recommended the adoption and approval of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby by the Acquiror Stockholders and sole stockholder of Merger Sub, as applicable;

WHEREAS, in furtherance of the Merger and in accordance with the terms hereof, Acquiror shall provide an opportunity to its stockholders to have their outstanding shares of Acquiror Class A Common Stock (as defined below) redeemed on the terms and subject to the conditions set forth in this Agreement and Acquiror’s Governing Documents (as defined below) in connection with obtaining the Acquiror Stockholder Approval (as defined below);

WHEREAS, as a condition and inducement to Company Holdco’s and the Company’s willingness to enter into this Agreement, simultaneously with the execution and delivery of this Agreement, the Sponsor has executed and delivered to Company Holdco the Sponsor Support Agreement (as defined below) pursuant to which the Sponsor has agreed to, among other things, vote to adopt and approve this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby;

WHEREAS, Sponsor has agreed to subscribe for and purchase, and Acquiror has agreed to issue and sell to Sponsor, up to 2,500,000 shares of Acquiror Class A Common Stock in exchange for an aggregate purchase price of up to $25,000,000 pursuant to the Forward Purchase Agreement (as defined below), on the terms and subject to the conditions set forth therein;

WHEREAS, on or prior to the date hereof, Acquiror entered into Subscription Agreements (as defined below) with PIPE Investors (as defined below) pursuant to which, and on the terms and subject to the conditions of which, such PIPE Investors agreed to purchase from Acquiror shares of Acquiror Class A Common Stock for an aggregate purchase price at least equal to the Minimum PIPE Investment Amount (as defined below), such purchases to be consummated prior to or substantially concurrently with the Closing;

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WHEREAS, immediately prior to the Effective Time and subject to obtaining the Acquiror Stockholder Approval, Acquiror shall amend and restate the certificate of incorporation of Acquiror to be substantially in the form of Exhibit A attached hereto, and amend and restate the bylaws of Acquiror to be substantially in the form of Exhibit B attached hereto; and

WHEREAS, at the Closing, Acquiror, the Sponsor, the Major Company Stockholders (as defined below), and certain of their respective Affiliates, as applicable, shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit C (with such changes as may be agreed in writing by Acquiror and Company Holdco), which shall be effective as of the Closing.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, Acquiror, Merger Sub, Company Holdco and the Company agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.1. Definitions. As used herein, the following terms shall have the following meanings:

“2020 Audited Financial Statements” has the meaning specified in Section 6.3(a).

“Acquiror” has the meaning specified in the Preamble hereto.

“Acquiror Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Acquiror.

“Acquiror Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Acquiror.

“Acquiror Class K Common Stock” means the Class K common stock, par value $0.0001 per share, of Acquiror.

“Acquiror Common Stock” means, collectively, the Acquiror Class A Common Stock, the Acquiror Class B Common Stock and the Acquiror Class K Common Stock.

“Acquiror Cure Period” has the meaning specified in Section 10.1(g).

“Acquiror Financial Statements” has the meaning specified in Section 5.6(c).

“Acquiror Indemnified Parties” has the meaning specified in Section 7.8(a).

“Acquiror Material Adverse Effect” means any event, development, circumstance, occurrence or effect (collectively, “Events”) that (a) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of the Acquiror, taken as a whole or (b) does or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the ability of the Acquiror or Merger Sub to consummate the Merger; provided, however, that solely for purposes of clause (a), in no event would any of the following,

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alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Acquiror Material Adverse Effect”: (i) any change in applicable Laws, GAAP or any COVID-19 Measures or any interpretation thereof following the date of this Agreement, (ii) any change in interest rates or economic, political, business, capital or financial market conditions generally, (iii) actions taken or not taken as required by this Agreement or any Ancillary Agreement, (iv) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic, outbreak of disease or illness or public health event (including COVID-19) or change in climate, (v) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, (vi) any failure of the Acquiror or Merger Sub to meet any budgets, projections or forecasts (provided that clause (vi) shall not prevent a determination that any Event not otherwise excluded from this definition of Acquiror Material Adverse Effect underlying such failure to meet projections or forecasts has resulted in an Acquiror Material Adverse Effect), (vii) any Events generally applicable to the industries or markets in which the Acquiror operates (including increases in the cost of products, supplies, materials or other goods purchased from third party suppliers), (viii) the announcement of this Agreement or pendency or consummation of the transactions contemplated hereby, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees of the Acquiror (it being understood that this clause (viii) shall be disregarded for purposes of the representation and warranty set forth in Section 5.3 (to the extent that its purpose is to address the consequences resulting from the announcement of this Agreement or pendency or consummation of the transactions contemplated hereby) and the condition to Closing with respect thereto), or (ix) any action taken by, or at the request of, the Company Parties; provided, further, that any Event referred to in clauses (i), (ii), (iv), (v) or (vii) above may be taken into account in determining if an Acquiror Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, results of operations or financial condition of Acquiror, relative to similarly situated companies in the industry in which the Acquiror conducts its operations, but only to the extent of the incremental disproportionate effect on Acquiror, taken as a whole, relative to other “SPACS” operating in industries in which Acquiror conducts its operations.

“Acquiror Option” has the meaning specified in Section 3.3(a).

“Acquiror SEC Filings” has the meaning specified in Section 5.5.

“Acquiror Securities” has the meaning specified in Section 5.12(a).

“Acquiror Stockholder Approval” means the approval of each Transaction Proposal identified in Section 8.2(b) by an affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror Common Stock entitled to vote, who attend and vote thereupon, whether in person or by proxy (as determined in accordance with Acquiror’s Governing Documents), at a stockholders’ meeting duly called by the Board of Directors of Acquiror and held for such purpose, which in the case of the Amendment Proposal shall include the affirmative vote or written consent of the holders of a majority of each of the outstanding shares of Acquiror Class B Common Stock and the outstanding shares of Acquiror Class K Common Stock.

“Acquiror Stockholder Redemption” means the election of an eligible (as determined in accordance with Acquiror’s Governing Documents) holder of Acquiror Class A Common Stock to redeem all or a portion of the shares of Acquiror Class A Common Stock held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account) (as determined in accordance with Acquiror’s Governing Documents) in connection with the Transaction Proposals.

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“Acquiror Stockholder Redemption Amount” means the aggregate amount payable with respect to all Acquiror Stockholder Redemptions.

“Acquiror Stockholders” means the stockholders of Acquiror as of immediately prior to the Effective Time.

“Acquiror Stockholders’ Meeting” has the meaning specified in Section 8.2(b).

“Acquisition Proposal” means, as to any Person, other than the transactions contemplated hereby, the Pre-Closing Restructuring, a Permitted Transaction and the acquisition or disposition of equipment or other tangible personal property in the ordinary course of business, any offer or proposal relating to: (a) any acquisition or purchase, direct or indirect, of (i) 15% or more of the consolidated assets of such Person and its Subsidiaries or (ii) 15% or more of any class of equity or voting securities of (A) such Person or (B) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such Person and its Subsidiaries; (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person beneficially owning 15% or more of any class of equity or voting securities of (i) such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such Person and its Subsidiaries; or (c) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction resulting in the sale or disposition of (i) such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such Person and its Subsidiaries.

“Action” means any lawsuit, claim, action, suit, audit, examination, complaint, charge, assessment, arbitration, mediation or inquiry, or any proceeding or investigation (in each case, whether civil, criminal or administrative and whether public or private), pending by or before or otherwise involving any Governmental Authority.

“Adjusted Restricted Stock Award” has the meaning specified in Section 3.3(b).

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“Affiliate Agreements” has the meaning specified in Section 4.12(a)(vii).

“Aggregate Fully Diluted Company Common Shares” means, without duplication, (a) the aggregate number of shares of Company Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (after giving effect to the Pre-Closing Restructuring), (ii) issuable upon, or subject to, the settlement of Company Options (whether or not then vested or exercisable) that are outstanding immediately

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prior to the Effective Time (after giving effect to the Pre-Closing Restructuring), or (iii) subject to Restricted Stock Awards (whether or not then vested) that are outstanding immediately prior to the Effective Time (after giving effect to the Pre-Closing Restructuring), minus (b) the Treasury Shares outstanding immediately prior to the Effective Time, minus (c) a number of shares equal to the aggregate exercise price of the Company Options described in clause (ii) above divided by the Per Share Merger Consideration.

“Aggregate Merger Consideration” means 225,000,000 shares of Acquiror Class A Common Stock.

“Agreement” has the meaning specified in the Preamble hereto.

“Agreement End Date” has the meaning specified in Section 10.1(d).

“Allocation Schedule” has the meaning specified in Section 3.4(b).

“Amended and Restated Certificate of Incorporation” has the meaning set forth in Section 9.3(d).

“Amendment Proposal” has the meaning specified in Section 8.2(b).

“Ancillary Agreements” means this Agreement, the Member Support Agreement, the Sponsor Support Agreement, the Written Consent, the Confidentiality Agreement, the Registration Rights Agreement and each other agreement, document, instrument and/or certificate contemplated by this Agreement or executed or to be executed in connection with the transactions contemplated hereby.

“Anti-Bribery Laws” means the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption and anti-bribery Laws (including the U.K. Bribery Act 2010, and any rules or regulations promulgated thereunder or other Laws of other countries implementing the OECD Convention on Combating Bribery of Foreign Officials).

“Antitrust Authorities” means the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission or the antitrust or competition Law authorities of any other jurisdiction (whether United States, foreign or multinational).

“Antitrust Information or Document Request” means any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by any Antitrust Authorities relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby, including any so called “second request” for additional information or documentary material or any civil investigative demand made or issued by any Antitrust Authority or any subpoena, interrogatory or deposition.

“Audited Financial Statements” has the meaning specified in Section 4.8(a).

“Business” means the business of, (i) directly or indirectly, including through licenses with third parties, researching, developing, testing (whether preclinical or clinical), storing, labeling, producing, packaging, holding, or distributing products, substances or therapies, or any activities, services or products incidental or attendant thereto and (ii) developing and commercializing a machine learning-powered computer and human-centric data to improve the drug discovery and development process.

“Business Combination” has the meaning set forth in Acquiror’s certificate of incorporation as in effect on the date hereof.

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“Business Combination Proposal” means any offer, inquiry, proposal or indication of interest (whether written or oral, binding or non-binding, and other than an offer, inquiry, proposal or indication of interest with respect to the transactions contemplated hereby), relating to a Business Combination by Acquiror.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, Boston, Massachusetts or San Francisco, California are authorized or required by Law to close.

“Closing” has the meaning specified in Section 2.3(a).

“Closing Date” has the meaning specified in Section 2.3(a).

“Code” has the meaning specified in the Recitals hereto.

“Company” has the meaning specified in the Preamble hereto.

“Company Award” means a Company Option or a Restricted Stock Award.

“Company Benefit Plan” means each “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA) and each other plan, policy, program or agreement (including any employment, bonus, incentive or deferred compensation, employee loan, note or pledge agreement, equity or equity-based compensation, severance, retention, supplemental retirement, change in control or similar plan, policy, program or agreement) providing compensation or other benefits to any current or former director, officer, individual consultant, worker or employee of a Company Party or any of the Company Parties’ Subsidiaries, which is maintained, sponsored or contributed to by a Company Party or any of the Company Parties’ Subsidiaries, or to which a Company Party or any of the Company Parties’ Subsidiaries is a party or has or may have any liability (whether actual or contingent), and in each case whether or not (i) subject to the Laws of the United States, (ii) in writing or (iii) funded, but excluding in each case any statutory plan, program or arrangement that is required under applicable Law (other than the Laws of the United States) and maintained by any Governmental Authority.

“Company Common Stock” means the shares of common stock, par value $0.0001 per share, of the Company.

“Company Cure Period” has the meaning specified in Section 10.1(d).

“Company Disclosure Letter” has the meaning specified in the introduction to Article IV.

“Company Fundamental Representations” means the representations and warranties made pursuant to Section 4.1 (Company Organization), the first and second sentences of Section 4.2 (Subsidiaries), Section 4.3 (Due Authorization), clauses (a), (b) and (d) of Section 4.6 (Capitalization of the Company Parties) and Section 4.16 (Brokers’ Fees).

“Company Holdco” has the meaning specified in the Preamble hereto.

“Company Holdco Award” means a Company Holdco Option or a Company Holdco Incentive Unit.

“Company Holdco Common Unit” means a Common Unit of Company Holdco, as defined in the Company Holdco Operating Agreement.

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“Company Holdco Incentive Plan” means the Company Holdco’s 2021 Unit Option and Grant Plan, as may be amended from time to time.

“Company Holdco Incentive Unit” means an Incentive Unit of Company Holdco, as defined in the Company Holdco Operating Agreement.

“Company Holdco Operating Agreement” means the Fourth Amended and Restated Limited Liability Company Agreement of Company Holdco, dated as of April 16, 2021, as amended from time to time.

“Company Holdco Option” means an option to purchase Company Holdco Common Units granted under the Company Holdco Incentive Plan.

“Company Holdco Series A Preferred Unit” means a Series A Preferred Unit of Company Holdco, as defined in the Company Holdco Operating Agreement.

“Company Holdco Series B Preferred Unit” means a Series B Preferred Unit of Company Holdco, as defined in the Company Holdco Operating Agreement.

“Company Holdco Units” means, prior to the consummation of the Pre-Closing Restructuring, the Company Holdco Common Units, the Company Holdco Series A Preferred Units, the Company Holdco Series B Preferred Units and the Company Holdco Incentive Units.

“Company Holdco Warrant” means a warrant of Company Holdco to purchase Company Holdco Common Units.

“Company Indemnified Parties” has the meaning specified in Section 7.8(a).

“Company Licensed Intellectual Property” means Intellectual Property owned by any Person (other than the Company Parties or any Subsidiary of the Company Parties) that is licensed to the Company Parties or any Subsidiary of the Company Parties.

“Company Material Adverse Effect” means any Event that (a) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of the Company Parties and their Subsidiaries, taken as a whole or (b) does or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the ability of the Company Parties to consummate the Merger; provided, however, that solely for purposes of clause (a), in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”: (i) any change in applicable Laws, GAAP or any COVID-19 Measures or any interpretation thereof following the date of this Agreement, (ii) any change in interest rates or economic, political, business, capital or financial market conditions generally, (iii) the taking or not taking of any actions required by this Agreement, (iv) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic, outbreak of disease or illness or public health event (including COVID-19) or change in climate, (v) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, (vi) any failure of the Company Parties to meet any budgets, projections or forecasts (provided that clause (vi) shall not prevent a determination that any Event not otherwise excluded from this definition of Company Material Adverse Effect underlying such failure to meet projections or forecasts has resulted

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in a Company Material Adverse Effect), (vii) any Events generally applicable to the industries or markets in which Company Holdco, the Company or its Subsidiaries operate (including increases in the cost of products, supplies, materials or other goods purchased from third party suppliers), (viii) the announcement of this Agreement or pendency or consummation of the transactions contemplated hereby, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees of the Company Parties and their Subsidiaries (it being understood that this clause (viii) shall be disregarded for purposes of the representation and warranty set forth in Section 4.4 (to the extent that its purpose is to address the consequences resulting from the announcement of this Agreement or pendency or consummation of the transactions contemplated hereby) and the condition to Closing with respect thereto), or (ix) any action taken by, or at the request of, Acquiror or Merger Sub; provided, further, that any Event referred to in clauses (i), (ii), (iv), (v) or (vii) above may be taken into account in determining if a Company Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, results of operations or financial condition of the Company Parties and their Subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which the Company Parties and their Subsidiaries conduct their respective operations, but only to the extent of the incremental disproportionate effect on the Company Parties and their Subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which the Company Parties and their Subsidiaries conduct their respective operations.

“Company Option” means an option to purchase shares of Company Common Stock into which a Company Holdco Option is converted in connection with the Pre-Closing Restructuring.

“Company Parties” means (a) prior to giving effect to the Pre-Closing Restructuring, Company Holdco and the Company and (b) after giving effect to the Pre-Closing Restructuring, the Company.

“Company Product” means each product candidate that is being researched, tested, developed, marketed, held, produced, labeled or manufactured by or on behalf of the Company Parties or their Subsidiaries.

“Company Registered Intellectual Property” has the meaning specified in Section 4.21(a).

“Company-Owned Intellectual Property” shall mean all Intellectual Property owned by the Company Parties or their Subsidiaries.

“Confidentiality Agreement” means the Mutual Confidential Disclosure Agreement, dated as of March 18, 2021 between Acquiror and Company Holdco.

“Constituent Corporations” has the meaning specified in Section 2.1(a).

“Contracts” means any contracts, agreements, subcontracts, leases or purchase orders purporting to be legally binding.

“Copyleft License” means any license that requires, as a condition of use, modification and/or distribution of software subject to such license, that such software subject to such license, or other software incorporated into, derived from, or used or distributed with such software subject to such license (i) in the case of software, be made available or distributed in a form other than binary (e.g., source code form), (ii) be licensed for the purpose of preparing derivative works, (iii) be licensed under terms that allow a Company Party’s or any of their Subsidiary’s products or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled (other than by operation of Law) or (iv) be redistributable at no license fee. Copyleft Licenses include the GNU General Public License, the GNU Lesser General Public License, the Mozilla Public License, the Common Development and Distribution License, the Eclipse Public License and all Creative Commons “sharealike” licenses.

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“Courier Purchase Agreement” means that certain Securities Purchase Agreement, dated as of May 27, 2021, by and among the Company, Courier Therapeutics, Inc. and the other parties thereto.

“COVID-19” means SARS CoV-2 or COVID-19, and any evolutions thereof.

“COVID-19 Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, Governmental Order, Action, directive, guidelines or recommendations promulgated by any Governmental Authority that has jurisdiction over the Company or its Subsidiaries, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act and the Families First Coronavirus Response Act.

“D&O Indemnified Parties” has the meaning specified in Section 7.8(a).

“DGCL” has the meaning specified in the Recitals hereto.

“Dissenting Shares” has the meaning specified in Section 3.6.

“Dollars” or “$” means lawful money of the United States.

“Effective Time” has the meaning specified in Section 2.3(b).

“Environmental Laws” means any and all applicable Laws relating to Hazardous Materials, pollution, or the protection or management of the environment or natural resources, or protection of human health (with respect to exposure to Hazardous Materials).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Affiliate or business, whether or not incorporated, that together with any of the Company Parties would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ESPP” has the meaning specified in Section 7.1(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” has the meaning specified in Section 3.2(a).

“Exchange Ratio” means the quotient obtained by dividing (a) the number of shares of Acquiror Class A Common Stock constituting the Aggregate Merger Consideration, by (b) the number of shares of Company Common Stock constituting the Aggregate Fully Diluted Company Common Shares.

“Export Approvals” has the meaning specified in Section 4.27(a).

“FDA” means the U.S. Food and Drug Administration, or any successor agency thereto.

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“Financial Statements” has the meaning specified in Section 4.8(a).

“Foreign Benefit Plan” means each Company Benefit Plan that is governed by the laws of any jurisdiction outside of the United States or provides compensation or benefits to any current or former director, officer, individual consultant, worker or employee of a Company Party or any of the Company Parties’ Subsidiaries (or any dependent thereof) who resides outside of the United States.

“Forward Purchase Agreement” means the Forward Purchase Agreement entered into as of March 3, 2021, between Acquiror and Sponsor, as further amended, restated, modified or supplemented from time to time.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Goodwin” has the meaning specified in Section 11.18(b).

“Goodwin Privileged Communications” has the meaning specified in Section 11.18(b).

“Governing Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation and bylaws, the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation and the “Governing Documents” of an exempted company are its memorandum and articles of association.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Governmental Authorization” has the meaning specified in Section 4.5.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Hazardous Material” means any (i) pollutant, contaminant, chemical, (ii) industrial, solid, liquid or gaseous toxic or hazardous substance, material or waste, (iii) petroleum or any fraction or product thereof, (iv) asbestos or asbestos-containing material, (v) polychlorinated biphenyl, (vi) chlorofluorocarbons, and (vii) other substance, material or waste, in each case, which are regulated under any Environmental Law or as to which liability may be imposed pursuant to Environmental Law.

“Healthcare Laws” means all applicable Laws relating to patient care or human health and safety, including, as amended from time to time, any such Law pertaining to the research (including preclinical, nonclinical, and clinical research or studies), development, testing, production, manufacture, analysis, transfer, storing, distribution, importation, exportation, use, handling, quality, packaging, approval, labeling, marketing, promotion, pricing, third-party reimbursement or sale of drugs, biological products or medical devices, including (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.), and the United States Public Health Service Act (42 U.S.C. § 201 et seq.); (ii) all applicable Laws relating to any federal health care program (as such term is defined in 42 U.S.C. § 1320a-7b(f)), including the federal Anti-Kickback

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Statute (42 U.S.C. § 1320a-7b(b)), the Stark Anti-Self-Referral Law (42 U.S.C. § 1395nn), the civil False Claims Act (31 U.S.C. § 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), Sections 1320a-7, 1320a-7a, and 1320a-7b of Title 42 of the United States Code, any criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286, 287, 1347 and 1349 and the health care fraud criminal provisions under the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d et seq., and any comparable self-referral or fraud and abuse laws promulgated by any Governmental Authority, and any state or federal Law the purpose of which is to protect the privacy of individually-identifiable patient information; and (iii) Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Affordability Reconciliation Act of 2010; TRICARE (10 U.S.C. Section 1071 et seq.) and Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h), in each case including the associated rules and regulations promulgated thereunder and all of their state or foreign equivalents; and any other requirements of Law relating to the Business.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Incentive Equity Plan” has the meaning specified in Section 7.1(a).

“Indebtedness” means with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, (b) the principal and interest components of capitalized lease obligations under GAAP, (c) amounts drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent such amounts have actually been drawn), (d) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes and similar instruments, (e) the termination value of interest rate protection agreements and currency obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (f) the principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, including “earn outs” and “seller notes” and (g) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the transactions contemplated hereby in respect of any of the items in the foregoing clauses (a) through (f), and (h) all Indebtedness of another Person referred to in clauses (a) through (g) above guaranteed directly or indirectly, jointly or severally.

“Intellectual Property” means any rights in or to the following, throughout the world, including all U.S. and foreign: (i) patents, patent and provisional applications, invention disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof, including any patents issuing on any of the foregoing and any reissues, reexaminations, substitutes, supplementary protection certificates, and extensions of any of the foregoing (collectively, “Patents”); (ii) registered and unregistered trademarks, logos, service marks, trade dress and trade names, slogans, brand names, other source or business identifiers, pending applications therefor, and internet domain names, together with the goodwill of the Company or any of its Subsidiaries or their respective businesses symbolized by or associated with any of the foregoing, and all applications, registrations, extensions and renewals of any of the foregoing; (iii) registered and unregistered copyrights, database and design rights, mask work rights and moral rights, whether or not registered or published, and applications for registration of copyright, including such corresponding rights in Software and other works of authorship; (iv) trade secrets, know-how, processes, and other confidential information or proprietary rights; and (v) any other intellectual or proprietary rights protectable, arising under or associated with any of the foregoing, including those protected by any Law anywhere in the world.

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“Interim Period” has the meaning specified in Section 6.1.

“International Trade Laws” means all Laws relating to the import, export, re-export, deemed export, deemed re-export, or transfer of information, data, goods, and technology, including but not limited to the Export Administration Regulations administered by the United States Department of Commerce, the International Traffic in Arms Regulations administered by the United States Department of State, customs and import Laws administered by United States Customs and Border Protection, any other export or import controls administered by an agency of the United States government, the anti-boycott regulations administered by the United States Department of Commerce and the United States Department of the Treasury, and other Laws adopted by Governmental Authorities of other countries relating to the same subject matter as the United States Laws described above.

“Intervening Event” means an Event occurring after the date of this Agreement (but specifically excluding (a) any Event that relates to or is reasonably likely to give rise to or result in any Business Combination Proposal, (b) any Event described in subsections (ii), (iv), (v) or (vii) of the definition of “Company Material Adverse Effect”; provided, however, that any such Event may be taken into account in determining whether an Intervening Event has occurred to the extent (but only to the extent) it has a disproportionate effect on the Company Parties and their Subsidiaries, taken as a whole, relative to similarly situated Persons operating in the industries in which the Company Parties and their Subsidiaries operate, (c) any change in the price or trading volume of Acquiror Common Stock, or (d) the timing of any approval or clearance of any Governmental Authority required for the consummation of the Merger) that materially and negatively affects the business, assets or results of operations of the Company Parties and their Subsidiaries, taken as a whole, that is consequential to the Company’s earning power over a long-term duration and that was not reasonably foreseeable as of the date of this Agreement and is not cured by the Company Parties prior to the Modification in Recommendation.

“Intervening Event Notice” has the meaning specified in Section 8.2(b).

“Intervening Event Notice Period” has the meaning specified in Section 8.2(b).

“Investment Company Act” means the Investment Company Act of 1940.

“IRS” means Internal Revenue Service.

“JOBS Act” has the meaning specified in Section 5.6(a).

“KVAC Group” has the meaning specified in Section 11.18(a).

“Latham” has the meaning specified in Section 11.18(a).

“Latham Privileged Communications” has the meaning specified in Section 11.18(a).

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Leased Real Property” means all real property leased, licensed, subleased or otherwise occupied by the Company or any of its Subsidiaries.

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“Legal Proceeding” means any lawsuit, litigation, action, audit, suit, judgment, claim, proceeding or any other Actions (including any investigations or inquiries initiated, pending or threatened by any Governmental Authority), or other proceeding at law or in equity.

“Letter of Transmittal” has the meaning specified in Section 3.2(d).

“Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law (including any Healthcare Laws or Environmental Law), Legal Proceeding or Governmental Order and those arising under any Contract, agreement, arrangement, commitment or undertaking.

“Licenses” means any approvals, authorizations, consents, licenses, registrations, permits, certifications, registrations, exemptions, clearances or certificates of a Governmental Authority.

“Lien” means all liens, mortgages, deeds of trust, pledges, hypothecations, encumbrances, security interests, adverse claim, options, restrictions, claims or other liens of any kind whether consensual, statutory or otherwise.

“Major Company Stockholder” means each of the holders of Company Common Stock set forth on Section 2.4(a)(iii) of the Company Disclosure Letter.

“Member Approvals” means the approval of this Agreement and the transactions contemplated hereby, including the Pre-Closing Restructuring, the Merger and the transactions contemplated thereby, by the affirmative vote or written consent of the Requisite Vote (as defined in the Company Holdco Operating Agreement), pursuant to the terms and subject to the conditions of the Company Holdco Operating Agreement and applicable Law.

“Member Support Agreement” means that certain Support Agreement, dated as of the date hereof, by and among each of the Requisite Members, Acquiror and the Company Parties, as amended or modified from time to time.

“Merger” has the meaning specified in the Recitals hereto.

“Merger Certificate” has the meaning specified in Section 2.1(a).

“Merger Sub” has the meaning specified in the Preamble hereto.

“Merger Sub Capital Stock” means the shares of the common stock, par value $0.0001 per share, of Merger Sub.

“Minimum PIPE Investment Amount” has the meaning specified in Section 5.12(e).

“Modification in Recommendation” has the meaning specified in Section 8.2(b).

“Nasdaq” means Nasdaq Capital Market.

“Offer Documents” has the meaning specified in Section 8.2(a)(i).

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“Open Source License” means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license, including any license approved by the Open Source Initiative or any Creative Commons License. “Open Source Licenses” shall include Copyleft Licenses.

“Open Source Materials” means any Software subject to an Open Source License.

“Owned Real Property” means all real property owned in fee simple by Company Holdco, the Company or any of their Subsidiaries.

“PCAOB” means the Public Company Accounting Oversight Board.

“Per Share Merger Consideration” means the product obtained by multiplying (i) the Exchange Ratio by (ii) $10.00.

“Permitted Liens” means (a) mechanic’s, materialmen’s and similar Liens arising in the ordinary course of business with respect to any amounts (i) not yet due and payable or which are being contested in good faith through appropriate proceedings and (ii) for which adequate accruals or reserves have been established in accordance with GAAP, (b) Liens for Taxes (i) not yet due and payable or (ii) which are being contested in good faith through appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP, (c) defects or imperfections of title, easements, encroachments, covenants, rights-of-way, conditions, matters that would be apparent from a physical inspection or current, accurate survey of such real property, restrictions and other similar charges or encumbrances that do not, in the aggregate, materially impair the value or materially interfere with the present use of the Owned Real Property or Leased Real Property, (d) zoning, building, entitlement and other land use and environmental regulations promulgated by any Governmental Authority that do not, in the aggregate, materially interfere with the current use of, or materially impair the value of, the Owned Real Property or Leased Real Property, (e) non-exclusive licenses of Intellectual Property entered into in the ordinary course of business consistent with past practice, (f) ordinary course purchase money Liens and Liens securing rental payments under operating or capital lease arrangements for amounts not yet due or payable and (g) other Liens that do not materially and adversely affect the value, ordinary course use or operation of the asset subject thereto.

“Permitted Transaction” means a transaction executed and performed pursuant to and in accordance with Sections 1.6 and 1.7 of the Courier Purchase Agreement.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or instrumentality or other entity of any kind.

“PIPE Investment” means the purchase of shares of Acquiror Class A Common Stock pursuant to the Subscription Agreements.

“PIPE Investment Amount” means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

“PIPE Investors” means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

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“Pre-Closing Restructuring” has the meaning specified in Section 6.5 of the Company Disclosure Letter.

“Pre-Closing Restructuring Plan” has the meaning specified in Section 6.5.

“Prospectus” has the meaning specified in Section 11.1.

“Proxy Statement” has the meaning specified in Section 8.2(a)(i).

“Proxy Statement/Registration Statement” has the meaning specified in Section 8.2(a)(i).

“Q1 Financial Statements” has the meaning specified in Section 6.3(b).

“Q2 Financial Statements” has the meaning specified in Section 6.3(c).

“Q3 Financial Statements” has the meaning specified in Section 6.3(d).

“Real Property Leases” has the meaning specified in Section 4.20(a)(ii).

“Registration Rights Agreement” has the meaning specified in the Recitals hereto.

“Registration Statement” means the Registration Statement on Form S-4, or other appropriate form, including any pre-effective or post-effective amendments or supplements thereto, to be filed with the SEC by Acquiror under the Securities Act with respect to the Registration Statement Securities.

“Registration Statement Securities” has the meaning specified in Section 8.2(a)(i).

“Regulation S-X” has the meaning specified in Section 4.8(e).

“Regulatory Permits” means all Licenses granted by FDA or any comparable Governmental Authority to a Company Party or any Company Party Subsidiary, including investigational new drug applications, biologics license applications, clearances, manufacturing approvals and authorizations, clinical trial authorizations and ethical reviews or their national or foreign equivalents.

“Requisite Members” means each of the holders of Company Holdco Units set forth on Section 8.2(c) of the Company Disclosure Letter.

“Restricted Stock Award” means an award of restricted shares of Company Common Stock into which a Company Holdco Incentive Unit award that has not yet vested in full and/or remains in part or in full subject to repurchase by the Company is converted in connection with the Pre-Closing Restructuring.

“Sanctioned Country” means at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means (i) any Person identified in any sanctions-related list of designated Persons maintained by (a) the United States Department of the Treasury’s Office of Foreign Assets Control, the United States Department of Commerce, Bureau of Industry and Security, or the United States Department of State; (b) Her Majesty’s Treasury of the United Kingdom; (c) any committee of the United Nations Security Council; or (d) the European Union; (ii) any Person located, organized, or resident in, or a Governmental Authority or government instrumentality of, any Sanctioned Country; and (iii) any Person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a Person described in clause (i) or (ii), either individually or in the aggregate.

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“Sanctions Laws” means those trade, economic and financial sanctions Laws administered, enacted or enforced from time to time by (i) the United States (including the Department of the Treasury’s Office of Foreign Assets Control), (ii) the European Union and enforced by its member states, (iii) the United Nations, or (iv) Her Majesty’s Treasury of the United Kingdom.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Software” shall mean any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (c) descriptions, flowcharts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (d) all documentation, including user manuals and other training documentation, related to any of the foregoing.

“Sponsor” means Khosla Ventures SPAC Sponsor, LLC.

“Sponsor Support Agreement” means that certain Support Agreement, dated as of the date hereof, by and among the Sponsor, Acquiror and the Company Parties, as amended or modified from time to time.

“Subscription Agreements” means the subscription agreements pursuant to which the PIPE Investment will be consummated.

“Subsidiary” means, with respect to a Person, a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.

“Surviving Corporation” has the meaning specified in Section 2.1(b).

“Tax Return” means any return, declaration, report, statement, information statement or other document filed or required to be filed with any Governmental Authority with respect to Taxes, including any claims for refunds of Taxes, any information returns and any schedules, attachments, amendments or supplements of any of the foregoing.

“Taxes” means any and all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts, license, payroll, recapture, net worth, employment, escheat and unclaimed property obligations, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, governmental charges, duties, levies and other similar charges imposed by a Governmental Authority in the nature of a tax, alternative or add-on minimum, or estimated taxes, and including any interest, penalty, or addition thereto.

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“Terminating Acquiror Breach” has the meaning specified in Section 10.1(g).

“Terminating Company Breach” has the meaning specified in Section 10.1(d).

“Top Vendors” has the meaning specified in Section 4.29(a).

“Transaction Expenses” means the following out-of-pocket fees and expenses paid or payable by the Company Parties or any of their Subsidiaries (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the transactions contemplated hereby: (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (b) change-in-control payments, transaction bonuses, retention payments, severance or similar compensatory payments payable by a Company Party or any of the Company Parties’ Subsidiaries to any current or former employee (including any amounts due under any consulting agreement with any such former employee), independent contractor, officer, or director of a Company Party or any of the Company Parties’ Subsidiaries in connection with the transactions contemplated hereby (whether or not tied to any subsequent event or condition, such as a termination of service), including the employer portion of payroll Taxes arising therefrom (but excluding, for clarity, any payments that become payable solely due to a termination of service following Closing), (c) the portion of the fees payable by the Company Parties pursuant to Section 8.1(e) and Section 8.2(a)(vi), and (d) amounts owing or that may become owed, payable or otherwise due, directly or indirectly, by the Company Parties or any of their Subsidiaries to any Affiliate of the Company or any of their Subsidiaries in connection with the consummation of the transactions contemplated hereby, including fees, costs and expenses related to the termination of any Affiliate Agreement.

“Transaction Proposals” has the meaning specified in Section 8.2(b).

“Treasury Regulations” means the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary form), as the same may be amended from time to time.

“Treasury Share” has the meaning specified in Section 3.1(a).

“Trust Account” has the meaning specified in Section 11.1.

“Trust Agreement” has the meaning specified in Section 5.8.

“Trustee” has the meaning specified in Section 5.8.

“Unpaid Transaction Expenses” has the meaning specified in Section 2.4(c).

“Valo Group” has the meaning specified in Section 11.18(b).

“Working Capital Loans” means any loan made to Acquiror by any of the Sponsor, an Affiliate of the Sponsor, or any of Acquiror’s officers or directors, and evidenced by a promissory note, for the purpose of financing costs incurred in connection with a Business Combination.

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“Written Consent” has the meaning specified in Section 8.2(c).

Section 1.2. Construction.

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) the word “including” shall mean “including, without limitation” and (vi) the word “or” shall be disjunctive but not exclusive.

(b) Unless the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(e) The term “actual fraud” means, with respect to a party to this Agreement, an actual and intentional common law fraud with respect to the making of the representations and warranties set forth in this Agreement or any Ancillary Agreement, provided, that such actual and intentional common law fraud of such Person shall only be deemed to exist if any of the individuals included on Section 1.3 of the Company Disclosure Letter (in the case of the Company Parties) or any of the officers of Acquiror (in the case of Acquiror) had actual knowledge (as opposed to imputed or constructive knowledge) that the representations and warranties made by such Person pursuant to this Agreement or any Ancillary Agreement, in the case of the Company Parties, as qualified by the Company Disclosure Letter, were actually breached when made, with the express intention that the other party to this Agreement rely thereon to its detriment (and the other party to this Agreement acted in reliance of such inaccurate representation and warranty). For the avoidance of doubt, “actual fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts based on negligence or recklessness

Section 1.3. Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company Parties shall mean the knowledge of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of Acquiror shall mean the knowledge of the officers of Acquiror, in each case, as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

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ARTICLE II

THE MERGER; CLOSING

Section 2.1. The Merger.

(a) Upon the terms and subject to the conditions set forth in this Agreement, and following the Pre-Closing Restructuring, Acquiror, Merger Sub and the Company (Merger Sub and the Company sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into the Company, with the Company being the surviving corporation in the Merger. The Merger shall be consummated in accordance with this Agreement and shall be evidenced by a certificate of merger with respect to the Merger (as so filed, the “Merger Certificate”), executed by the Constituent Corporations in accordance with the relevant provisions of the DGCL, such Merger to be effective as of the Effective Time.

(b) Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the Merger (hereinafter referred to for the periods at and after the Effective Time as the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of Acquiror.

Section 2.2. Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Section 2.3. Closing; Effective Time.

(a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place electronically by the mutual exchange of electronic signatures (including portable document format (. PDF)) as promptly as practicable, but in no event later than the date which is three (3) Business Days after the first date on which all conditions set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or such other time and place as Acquiror and the Company Parties may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”.

(b) Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Acquiror, Merger Sub, and the Company shall cause the Merger Certificate to be executed and duly submitted for filing on the Closing Date with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL. The Merger shall become effective at the time when the Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by Acquiror and the Company Parties in writing and specified in each of the Merger Certificate (the “Effective Time”).

(c) For the avoidance of doubt, the Pre-Closing Restructuring shall occur at least one (1) Business Day prior to the Closing Date.

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Section 2.4. Closing Deliverables.

(a) At the Closing, the Company will deliver or cause to be delivered:

(i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled;

(ii) to Acquiror, the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time;

(iii) to Acquiror, the Registration Rights Agreement, duly executed by the Major Company Stockholders who have elected to execute the Registration Rights Agreement;

(iv) to Acquiror, duly executed copies of all third party consents set forth on Section 2.4(a)(iv) of the Company Disclosure Letter; and

(v) to Acquiror, a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

(b) At the Closing, Acquiror will deliver or cause to be delivered:

(i) to the Exchange Agent, the number of shares of Acquiror Class A Common Stock equal to the portion of the Aggregate Merger Consideration to be paid to holders of Company Common Stock (other than in respect of Restricted Stock Awards) for further distribution to the Company’s stockholders pursuant to Section 3.2;

(ii) to the Company, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled;

(iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror, the Sponsor and each of the KVAC Holders (as defined therein); and

(iv) to the Company, the written resignations of all of the directors and officers of Acquiror and Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of Acquiror after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time.

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(c) On the Closing Date, concurrently with the Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, without duplication, (i) the following accrued and unpaid fees and expenses of Acquiror and its Affiliates (to the extent then owed by Acquiror): (A) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of Acquiror’s financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, in each case, in connection with the negotiation, documentation and consummation of the transactions contemplated hereby, (B) the portion of the fees payable by the Acquiror pursuant to Section 8.1(e) and Section 8.2(a)(vi), (C) all fees and expenses incurred in connection with obtaining approval of Nasdaq under Section 7.3, (D) repayment of any Working Capital Loans and (E) any deferred underwriting commissions and other fees relating to Acquiror’s initial public offering that are not paid out of the Trust Account ((A)-(E), together the “Acquiror Transaction Expenses”) as set forth on a written statement to be delivered to the Company Parties not less than three (3) Business Days prior to the Closing Date, and (ii) all accrued and unpaid Transaction Expenses (“Unpaid Transaction Expenses”) as set forth on a written statement to be delivered to Acquiror by or on behalf of the Company Parties not less than three (3) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided, that any Unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company Parties or any of their Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.

Section 2.5. Governing Documents.

(a) The certificate of incorporation and bylaws of the Company in effect immediately prior to the Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein and under the DGCL.

(b) The certificate of incorporation and bylaws of Acquiror as of immediately prior to the Effective Time (which shall be in the form attached as Exhibits A and B hereto (with such changes as may be agreed in writing by Acquiror and the Company)), shall be the certificate of incorporation and bylaws of Acquiror from and after the Effective Time, until thereafter amended as provided therein and under the DGCL.

Section 2.6. Directors and Officers.

(a) The directors and officers of the Company as of immediately prior to the Effective Time, shall be the directors and officers of the Surviving Corporation immediately following the Effective Time, each to hold office in accordance with the Governing Documents of the Surviving Corporation until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

(b) The parties shall take all actions necessary to ensure that, immediately following the Effective Time, the Persons identified as the initial post-Closing directors and officers of Acquiror in accordance with the provisions of Section 7.6 shall be the directors and officers (and in the case of such officers, holding such positions as are set forth on Section 2.6(b) of the Company Disclosure Letter), respectively, of Acquiror, each to hold office in accordance with the Governing Documents of Acquiror until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

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Section 2.7. Tax Free Reorganization Matters. The parties intend that, for United States federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code to which each of Acquiror, the Company and Merger Sub are to be parties under Section 368(b) of the Code and this Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations Section 1.368-2(g). None of the parties knows of any fact or circumstance (without conducting independent inquiry or diligence of the other relevant party), or has taken or will take any action, if such fact, circumstance or action would be reasonably expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code. The Merger shall be reported by the parties for all Tax purposes in accordance with the foregoing, unless otherwise required by a Governmental Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code. The parties shall cooperate with each other and their respective counsel to document and support the Tax treatment of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, including in the event the SEC requests or requires a tax opinion with respect to any discussion in the Registration Statement of the United States federal income tax consequences to the Company stockholders of the transactions contemplated by this Agreement, such tax opinion shall be provided by the Company Parties’ tax advisor and each party shall execute and deliver customary tax representation letters to the applicable tax advisor in form and substance reasonably satisfactory to such advisor upon which such advisor shall be entitled to rely in rendering such tax opinion.

ARTICLE III

EFFECTS OF THE MERGER ON THE COMPANY CAPITAL STOCK AND EQUITY AWARDS

Section 3.1. Conversion of Securities.

(a) At the Effective Time (after giving effect to the consummation of the Pre-Closing Restructuring), by virtue of the Merger and without any action on the part of any holder of Company Common Stock, each share of Company Common Stock, in each case, that is issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock subject to Company Awards (which shall be respectively subject to Section 3.3), (ii) any shares of Company Common Stock held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger and shall not constitute “Company Common Stock” hereunder (each such share, a “Treasury Share”), and (iii) any shares of Company Common Stock held by stockholders of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL), shall be canceled and converted into the right to receive the applicable portion of the Aggregate Merger Consideration as determined pursuant to Section 3.2(a).

(b) At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror or Merger Sub, each share of Merger Sub Capital Stock, shall be converted into a share of common stock, par value $0.0001 of the Surviving Corporation.

Section 3.2. Exchange Procedures

(a) Each holder of shares of Company Common Stock (after giving effect to the consummation of the Pre-Closing Restructuring) as of immediately prior to the Effective Time (other than in respect of (x) Treasury Shares, (y) Dissenting Shares, and (z) any shares of Company Common Stock subject to Company Awards (which shall be subject to Section 3.3)) shall be entitled to receive a portion of the Aggregate Merger Consideration equal to (i) the Exchange Ratio, multiplied by (ii) the number of shares of Company Common Stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share.

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(b) Notwithstanding anything in this Agreement to the contrary, no fractional shares of Acquiror Class A Common Stock shall be issued in the Merger.

(c) Promptly after the date of this Agreement, but in no event later than ten (10) Business Days prior to the Closing Date, Acquiror shall appoint Computershare Trust Company, N.A. as the exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Aggregate Merger Consideration to the Company’s stockholders. At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of shares of Acquiror Class A Common Stock equal to the portion of the Aggregate Merger Consideration to be paid to holders of Company Common Stock (other than in respect of Restricted Stock Awards).

(d) Reasonably promptly after the Effective Time (but in no event later than two (2) Business Days after the Effective Time), Acquiror shall send or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to the Effective Time, whose Company Common Stock was converted pursuant to Section 3.1(a) into the right to receive a portion of the Aggregate Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper transfer of each share to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Acquiror may reasonably specify and are consented to by the Company (such consent not to be unreasonably withheld, conditioned or delayed) for use in such exchange (each, a “Letter of Transmittal”).

(e) Upon delivery to the Exchange Agent of a duly completed and validly executed Letter of Transmittal and such other documents as may reasonably be requested by the Exchange Agent, each holder of shares of Company Common Stock that have been converted into the right to receive a portion of the Aggregate Merger Consideration, pursuant to Section 3.1(a), shall be entitled to receive such portion of the Aggregate Merger Consideration in book-entry form (or certificated form if requested by the former holder of Company Common Stock) within five (5) Business Days after such delivery. No interest shall be paid or accrued upon the transfer of any share.

(f) Promptly following the date that is one (1) year after the Effective Time, Acquiror shall instruct the Exchange Agent to deliver to Acquiror all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Merger Consideration that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of shares of Company Common Stock as of immediately prior to the Effective Time that has not exchanged such shares of Company Common Stock for an applicable portion of the Aggregate Merger Consideration in accordance with this Section 3.2 prior to the date that is one (1) year after the Effective Time, may transfer such shares of Company Common Stock to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the Aggregate Merger Consideration without any interest thereupon. None of Acquiror, Merger Sub, Company Holdco, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any of the Aggregate Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such shares shall not have not been transferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

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Section 3.3. Treatment of Company Options; Restricted Stock Awards.

(a) As of the Effective Time, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time shall automatically be converted into the right to receive an option to acquire a number of shares of Acquiror Class A Common Stock (each, an “Acquiror Option”) equal to the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time, multiplied by the Exchange Ratio (rounded down to the nearest whole share), at an exercise price per share equal to the exercise price per share of such Company Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (rounded up to the nearest whole cent); provided, however, that the conversion of the Company Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code (to the extent applicable).

(b) As of the Effective Time, each Restricted Stock Award that is outstanding as of immediately prior to the Effective Time shall automatically be converted into the right to receive restricted shares of Acquiror Class A Common Stock (each, an “Adjusted Restricted Stock Award”) covering a number of shares of Acquiror Class A Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Restricted Stock Award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share.

(c) Each Acquiror Option and Adjusted Restricted Stock Award shall be subject to substantially the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company Option or Restricted Stock Award (as applicable) immediately prior to the Effective Time, except for (i) terms rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could become exercisable subject to the options) and (ii) such other immaterial administrative or ministerial changes as the Board of Directors of Acquiror (or the compensation committee thereof) may determine in good faith are appropriate to effectuate the administration of the Acquiror Options.

(d) Prior to the Effective Time, the Company Parties shall take all necessary actions to give effect to the provisions of this Section 3.3 in accordance with the Company Holdco Incentive Plan and the applicable award agreements. The Board of Directors of the Company shall terminate the Company Holdco Incentive Plan effective as of immediately prior to the Closing and take all other necessary actions, effective as of immediately prior to the Closing, in order to provide that shares in respect of Company Awards that for any reason become re-eligible for future issuance shall be cancelled.

Section 3.4. Allocation Schedule.

(a) Prior to the date hereof, the Company has delivered to Acquiror a spreadsheet, for informational purposes only, setting forth the Company’s good faith projected pro-forma capitalization of the Company after giving effect to the Pre-Closing Restructuring (assuming that the Pre-Closing Restructuring is consummated as of the date of this Agreement), setting forth (i) the number and class or series (as applicable) of all equity securities of the Company issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, and (iii) with respect to each Company Award, as applicable, (A) the holder thereof, (B) the type of Company Award (including whether the Company Award is intended to qualify as an incentive stock option), (C) the date of grant and expiration date thereof, (D) the number of vested and unvested shares of Company Common Stock subject thereto, (E) the vesting schedule (including any accelerated vesting provisions), and (F) the exercise price thereof. Acquiror and Merger Sub agree that the Company Parties shall have not any Liability to Acquiror related to such spreadsheet and that the Company Parties are making no representations or warranties with respect to such spreadsheet.

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(b) No later than five (5) Business Days prior to the Closing Date, the Company Parties shall deliver to Acquiror an allocation schedule (the “Allocation Schedule”) setting forth, after giving effect to the Pre-Closing Restructuring, (a) the number of shares of Company Common Stock held by each Company stockholder, the number of shares of Company Common Stock subject to each Company Award held by each holder thereof, and, in the case of the Company Options, the exercise price thereof, (b) the portion of the Aggregate Merger Consideration allocated to each holder of Company Common Stock pursuant to Section 3.1(b), and (c) on a holder-by-holder basis and award-by-award basis, (i) each Acquiror Option that will be outstanding as of the Closing, and, with respect to such Acquiror Option, the number of shares of Acquiror Class A Common Stock issuable upon exercise of such Acquiror Option and the exercise price of such Acquiror Option, and (ii) each Adjusted Restricted Stock Award that will be outstanding as of the Closing and the number of shares of Acquiror Class A Common Stock subject to such Adjusted Restricted Stock Award, in each case, including a reasonably detailed itemization of the components thereof. The Company Parties will review any comments to the Allocation Schedule provided by Acquiror and consider in good faith and incorporate any reasonable comments proposed by Acquiror to correct inaccuracies.

Section 3.5. Withholding. Notwithstanding any other provision to this Agreement, Acquiror, the Company, the Surviving Corporation and the Exchange Agent, as applicable, shall be entitled to deduct and withhold from any amount payable pursuant to this Agreement such Taxes that are required to be deducted and withheld from such amounts under the Code or any other applicable Law (as reasonably determined by Acquiror, the Company, the Surviving Corporation or the Exchange Agent, respectively). To the extent that any amounts are so deducted and withheld, such deducted and withheld amounts shall be (i) timely remitted to the appropriate Governmental Authority and (ii) treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Other than with respect to any compensatory payment subject to payroll withholding, the parties shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding).

Section 3.6. Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive a portion of the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such shares. The Company Parties shall provide Acquiror prompt written notice of any demands received

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by the Company Parties for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to Company Holdco or the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company Parties shall not make any payment with respect to, or settle, or offer to settle, any such demands.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES

Except (i) as set forth in the disclosure letter delivered to Acquiror and Merger Sub by the Company Parties on the date of this Agreement (the “Company Disclosure Letter”) (each section of which, subject to Section 11.9, qualifies the correspondingly numbered and lettered representations in this Article IV) and (ii) as otherwise explicitly contemplated by the Pre-Closing Restructuring Plan, in each case, the Company Parties represent and warrant to Acquiror and Merger Sub as follows:

Section 4.1. Company Organization. Each of the Company Parties has been duly formed or organized and is validly existing under the Laws of its jurisdiction of incorporation or organization, and has the requisite corporate or limited liability company power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing Documents of each of the Company Parties, as amended to the date of this Agreement and as previously made available by or on behalf of the Company Parties to Acquiror, are true, correct and complete. Each Company Party is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.2. Subsidiaries. A complete list of each Subsidiary of the Company Parties as of the date hereof and its jurisdiction of incorporation, formation or organization, as applicable, is set forth on Section 4.2 of the Company Disclosure Letter. As of the date hereof, the Subsidiaries of the Company Parties have been duly formed or organized and are validly existing under the Laws of their jurisdiction of incorporation or organization and have the requisite power and authority to own, lease or operate all of their respective properties and assets and to conduct their respective businesses as they are now being conducted. True, correct and complete copies of the Governing Documents of the Company Parties’ Subsidiaries, in each case, as amended to the date of this Agreement, have been previously made available to Acquiror by or on behalf of the Company Parties. As of the date hereof, each Subsidiary of the Company Parties is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.3. Due Authorization.

(a) Other than the Member Approvals in the case of Company Holdco, each of the Company Parties has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform

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all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by each of the Boards of Directors of Company Holdco and the Company and Company Holdco as the sole stockholder of the Company, and no other company or corporate proceeding on the part of the Company Parties is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Member Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by each of the Company Parties and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of each Company Party, enforceable against each Company Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(b) On or prior to the date of this Agreement, each of the Boards of Directors of Company Holdco and the Company has duly adopted resolutions (i) determining that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger and the Pre-Closing Restructuring, are advisable and in the best interests of, Company Holdco and its members and the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by Company Holdco and the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger and the Pre-Closing Restructuring. No other company or corporate action is required on the part of Company Holdco or any of its members or the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger and the Pre-Closing Restructuring other than, in the case of Company Holdco, the Member Approvals.

Section 4.4. No Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 4.5 and except as set forth on Section 4.4 of the Company Disclosure Letter, the execution and delivery by the Company Parties of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of, or result in the breach of, or default under the Governing Documents of either Company Party, (b) violate or conflict with any provision of, or result in the breach of, or default under any Law or Governmental Order applicable to either Company Party or any of their Subsidiaries, (c) violate or conflict with any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Material Contract, or terminate or result in the termination of any Material Contract, (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of a Company Party or any of their Subsidiaries, (e) constitute an event which, after notice or lapse of time or both, would result in any violation, breach, termination, acceleration, modification, cancellation or creation of a Lien (except for Permitted Liens), or (f) result in a violation or revocation of any license, permit or approval from any Governmental Authority or other Person, except, in the case of clauses (b) through (f), to the extent that the occurrence of the foregoing would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company Parties to enter into and perform their obligations under this Agreement or (ii) be material to the business of the Company Parties and their Subsidiaries, taken as a whole.

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Section 4.5. Governmental Authorities; Consents. No action or non-action by, notice to, consent, waiver, permit, approval or authorization of, expiration of any waiting period under applicable Law promulgated by, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”) is required on the part of any Company Party or any of their Subsidiaries with respect to the Company Parties’ execution or delivery of this Agreement or the consummation by the Company Parties of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act, the Exchange Act and the Securities Act; (ii) as disclosed on Section 4.5 of the Company Disclosure Letter; (iii) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company Parties to perform or comply with on a timely basis any material obligation of the Company Parties under this Agreement or to consummate the transactions contemplated hereby and (iv) the filing of the Merger Certificate in accordance with the DGCL.

Section 4.6. Capitalization of the Company Parties.

(a) Section 4.6(a) of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of the Company Parties issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, and (iii) with respect to each Company Holdco Warrant and each Company Holdco Award, as applicable, (A) the holder thereof, (B) the type of Company Holdco Award (including whether the Company Holdco Award is intended to qualify as an incentive stock option), (C) the date of grant and expiration date thereof, (D) the number of vested and unvested Company Holdco Common Units subject thereto, (E) the vesting schedule (including any accelerated vesting provisions), and (F) the exercise price thereof. The equity securities of the Company Parties (w) have been validly issued (in the case of the Company Holdco) and duly authorized, validly issued and are fully paid and non-assessable (in the case of the Company); (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the applicable Company Party and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the applicable Company Party or any Contract to which a Company Party is a party or otherwise bound; and (z) to the knowledge of the Company Parties, are free and clear of any Liens (other than as set forth in the Governing Documents of such Company Party and transfer restrictions under applicable securities Laws).

(b) After giving effect to the Pre-Closing Restructuring, the equity securities of the Company (w) will be duly authorized and validly issued and fully paid and non-assessable; (x) will have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; (y) will not be subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (z) to the knowledge of the Company Parties, will be free and clear of any Liens (other than as set forth in the Governing Documents of the Company and transfer restrictions under applicable securities Laws).

(c) All Company Holdco Awards are, and will be through the Pre-Closing Restructuring, and after giving effect to the Pre-Closing Restructuring, all Company Awards will be, evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Holdco Award is or will be through the Pre-Closing Restructuring, and no Company Award will be, subject to terms that are materially different from those set forth in such forms. Each Company Holdco Award is and will be through the Pre-Closing

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Restructuring, and after giving effect to the Pre-Closing Restructuring each Company Award will be, validly issued and properly approved by the Board of Directors of Company Holdco or the Company, as applicable (or the appropriate committee thereof), and each Company Holdco Award is and will be through the Pre-Closing Restructuring, and after giving effect to the Pre-Closing Restructuring each Company Award will be, granted in accordance with the terms of the Company Holdco Incentive Plan and compliance in all material respects with all applicable Laws. No Company Holdco Award is or will be through the Pre-Closing Restructuring, and after giving effect to the Pre-Closing Restructuring no Company Award will be, subject to Section 409A of the Code. Each Company Holdco Option intended to qualify as an “incentive stock option” as of the date hereof under Section 422 of the Code so qualifies as of the date hereof. Each Company Holdco Incentive Unit is intended to constitute a “profits interest” for U.S. federal income tax purposes.

(d) Except as otherwise set forth in this Section 4.6 or on Section 4.6(a) of the Company Disclosure Letter, the Company Parties have not granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for equity securities of the Company Parties, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company Parties or the value of which is determined by reference to shares or other equity interests of the Company Parties, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company Parties to issue, purchase, register for sale, redeem or otherwise acquire any equity securities of the Company Parties.

Section 4.7. Capitalization of Subsidiaries.

(a) Section 4.7 of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all equity securities of each Subsidiary of the Company Parties issued and outstanding and (ii) the identity of the Persons that are the record and beneficial owners thereof. The outstanding shares of capital stock or equity interests of each of the Company Parties’ Subsidiaries (w) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (x) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (z) to the knowledge of the Company Parties, are free and clear of any Liens (other than as set forth in the Governing Documents of such Subsidiary and transfer restrictions under applicable securities Laws).

(b) There are no outstanding or authorized subscriptions, options, compensatory equity awards, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the value of which is determined by reference to shares or other equity interests of the Subsidiaries, and there are no voting trusts, proxies or agreements of any kind which may obligate any Subsidiary of the Company Parties to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

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Section 4.8. Financial Statements.

(a) Attached as Section 4.8(a) of the Company Disclosure Letter are true and complete copies of the audited consolidated balance sheet and statements of operations and comprehensive loss, members’ (deficit) earnings and cash flows of Company Holdco and its Subsidiaries as of and for the year ended December 31, 2019, together with the auditor’s reports thereon (together with the 2020 Audited Financial Statements, when delivered pursuant to Section 6.3(a), the “Audited Financial Statements” and, together with the Q1 Financial Statements, when delivered pursuant to Section 6.3(b), the “Financial Statements”).

(b) The Audited Financial Statements and, when delivered pursuant to Section 6.3(b), the Q1 Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company Parties and their consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in members’ earnings and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q1 Financial Statements, to normal year-end adjustments and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company Parties and their consolidated Subsidiaries, (iv) in the case of the Audited Financial Statements, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company Parties’ auditors and (v) when delivered by the Company Parties for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 6.3, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof.

(c) The Company Parties have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company Parties and their Subsidiaries’ assets. The Company Parties maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Company Parties and their Subsidiaries in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Company Parties and their Subsidiaries in all material respects.

(d) Neither the Company Parties (including, to the knowledge of the Company Parties, any employee thereof) nor any independent auditor of the Company Parties has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company Parties, (ii) any fraud, whether or not material, that involves the Company Parties’ management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company Parties or (iii) any claim or allegation regarding any of the foregoing.

(e) The SEC has granted relief pursuant to Rule 3-13 of Regulation S-X (“Regulation S-X”) promulgated under the Securities Act from the requirements set forth in Rule 3-05 of Regulation S-X to provide audited financial statements in connection with Company Holdco’s acquisition of certain assets from Forma Therapeutics Holdings, Inc. in (i) the Proxy Statement / Registration Statement, (ii) the “Super 8-K” filing to be made within four (4) Business Days following the Closing and (iii) any future registration statement or other documents furnished or filed (as the case may be) under the Securities Act.

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Section 4.9. Undisclosed Liabilities. Except as set forth on Section 4.9 of the Company Disclosure Letter, no Company Party or any Subsidiary of a Company Party has any Liabilities (including Indebtedness) of the type required to be set forth on a balance sheet prepared in accordance with GAAP except for Liabilities (a) adequately reflected or reserved for on the Financial Statements or disclosed in the notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of business, consistent with past practice, of the Company Parties and their Subsidiaries (none of which is a Liability for breach of Contract, breach of warranty, tort, infringement or violation of Law), (c) that have arisen in connection with the authorization, negotiation, execution or performance of this Agreement or the transactions contemplated hereby, and will be disclosed or otherwise taken into account in the notice of Unpaid Transaction Expenses to be delivered to Acquiror by the Company Parties pursuant to Section 2.4(c) or (d) that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Company Parties and their Subsidiaries, taken as a whole.

Section 4.10. Litigation and Proceedings. Except as set forth on Section 4.10 of the Company Disclosure Letter, there are, and since the Company’s inception there have been, (a) no pending or, to the knowledge of the Company Parties, threatened in writing, Legal Proceedings against a Company Party or any of the Company Parties’ Subsidiaries or their respective properties or assets; and (b) no outstanding Governmental Order imposed upon a Company Party or any of the Company Parties’ Subsidiaries; nor are

any properties or assets of a Company Party or any of the Company Parties’ Subsidiaries’ respective businesses bound or subject to any Governmental Order, except, in each case, as has not been, and would not reasonably be expected to be, material to the Company Parties and their Subsidiaries, taken as a whole.

Section 4.11. Legal Compliance.

(a) Each of the Company Parties and their Subsidiaries is, and since the Company’s inception has been, in compliance with all applicable Laws in all material respects, except where the failure to so comply with applicable Laws has not been, and would not reasonably be expected to be, material to the Company Parties and their Subsidiaries, taken as a whole.

(b) Since the Company’s inception, none of the Company Parties or any of their Subsidiaries has received any written notice of, or been charged with, the violation of any Laws, except where such violation has not been, and would not reasonably be expected to be, material to the Company Parties and their Subsidiaries, taken as a whole.

(c) The Company Parties and their Subsidiaries maintain a program of policies, procedures and internal controls reasonably designed and implemented to provide reasonable assurance that violation of applicable Law by any of the Company Parties or their Subsidiaries’ directors, officers, employees or its or their respective agents, representatives or other Persons, acting on behalf of the Company Parties or any of the Company Parties’ Subsidiaries, will be prevented, detected and deterred.

Section 4.12. Contracts; No Defaults.

(a) Section 4.12(a) of the Company Disclosure Letter contains a listing of all Contracts described in clauses (i) through (xviii) below to which, as of the date of this Agreement, a Company Party or a Subsidiary of the Company Parties is a party or by which they are bound.

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(i) Contracts with the Top Vendors;

(ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by a Company Party or any of their Subsidiaries, including any agreement or commitment for future loans, credit or financing;

(iii) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of a Company Party or any of their Subsidiaries in the last two (2) years, or under which any Company Party or Subsidiary has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment;

(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property that involves aggregate payments in excess of $250,000 in any calendar year;

(v) Each Contract involving the formation of a (A) joint venture, (B) partnership, or (C) limited liability company (excluding, in the case of clauses (B) and (C), any wholly owned Subsidiary of the Company Parties);

(vi) Each Contract that involves profit-sharing, collaboration, co-promotion, commercialization, or research and development, which requires, or would reasonably be expected to require (based on any occurrence, development, or event contemplated by such Contract), aggregate payments to or from the Company Parties and their Subsidiaries in excess of $500,000 over the life of the Contract;

(vii) Contracts (other than employment agreements, employee confidentiality and invention assignment agreements, equity or incentive equity documents and Governing Documents) between any Company Party and its Subsidiaries, on the one hand, and Affiliates of any Company Party or any of the Company Parties’ Subsidiaries (other than the Company Parties or any of their Subsidiaries), the officers and managers (or equivalents) of any Company Party or any of the Company Parties’ Subsidiaries, the members or stockholders of any Company Party or any of the Company Parties’ Subsidiaries, any employee of any Company Party or any of the Company Parties’ Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”);

(viii) Contracts with each current executive, officer, director or current employee of the Company Parties or their Subsidiaries with a title of Vice President or higher, other than standard form offer letters and confidentiality and assignment agreements;

(ix) Contracts with any employee, officer, manager, director or consultant of any Company Party or any of the Company Parties’ Subsidiaries that provide for (A) change in control, retention or similar payments or benefits upon, in connection with, accelerated by or triggered by the consummation of the transactions contemplated hereby and/or (B) severance, termination or notice payments or benefits upon a termination of the applicable Person’s service with a Company Party or any of the Company Parties’ Subsidiaries (excluding payments and benefits mandated by applicable Law);

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(x) Contracts of any Company Party or any of their Subsidiaries that (A) prohibit or limit the right of any Company Party or any of their Subsidiaries to engage in or compete with any Person in any line of business in any material respect; (B) prohibit or restrict the Company Parties’ and their Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect; or (C) contain any other provisions restricting or purporting to restrict the ability of the Company Parties or any of their Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit, in any material respect, the Acquiror or any of its Affiliates after the Closing;

(xi) Any collective bargaining (or similar) agreement or Contract with any labor union or other body representing employees of any Company Party or any of their Subsidiaries;

(xii) Each Contract (including license agreements, coexistence agreements, and agreements with covenants not to sue, but not including non-disclosure agreements, contractor services agreements, consulting services agreements, incidental trademark licenses incident to marketing, printing or advertising Contracts) pursuant to which a Company Party or any of the Company Parties’ Subsidiaries (i) grants to a third Person the right to use material Intellectual Property of the Company Parties and their Subsidiaries or (ii) is granted by a third Person the right to use Intellectual Property that is material to the business of the Company Parties and their Subsidiaries (other than Contracts granting nonexclusive rights to use commercially available off-the-shelf software and Open Source Licenses);

(xiii) Each Contract requiring capital expenditures by the Company Parties or any of their Subsidiaries after the date of this Agreement in an amount in excess of $500,000 in any calendar year;

(xiv) Contracts that (A) grant to any third Person any “most favored nation rights” or similar provisions, obligations or restrictions, or (B) grants to any third Person price guarantees for a period greater than one (1) year from the date of this Agreement and requires aggregate future payments to the Company Parties and their Subsidiaries in excess of $500,000 in any calendar year;

(xv) Contracts with any Person (A) pursuant to which any Company Party or any Subsidiary of a Company Party (or Acquiror or any of its Affiliates after the Closing) may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which any Company Party or any Subsidiary of a Company Party grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any Company Product or Intellectual Property;

(xvi) Contracts granting to any Person (other than the Company Parties or their Subsidiaries) a right of first refusal, first offer or similar preferential right to purchase or acquire equity interests in any Company Party or any of their Subsidiaries;

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(xvii) Any Contract for the settlement or conciliation of an Action or Legal Proceeding or other dispute with a third party (A) the performance of which would be reasonably likely to involve any payments after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes or is reasonably likely to impose, at any time in the future, any material, non-monetary obligations on any Company Party or any of their Subsidiaries (or the Surviving Corporation after the Closing); and

(xviii) Any outstanding written commitment to enter into any Contract of the type described in subsections (i) through (xvii) of this Section 4.12(a).

(b) All of the foregoing Contracts listed or required to be listed pursuant to Section 4.12(a) in the Company Disclosure Letter, including all amendment and modifications thereto, are sometimes collectively referred to as “Material Contracts”. True, correct and complete copies of the Material Contracts have previously been made available to Acquiror or its agents or representatives. Each Material Contract is (i) in full force and effect, (ii) represents the legal, valid and binding obligations of the Company Party or the Subsidiary of the Company Parties party thereto and, to the knowledge of the Company Parties, represents the legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of such breach or default or failure to perform would not be material to the Company Parties and their Subsidiaries, taken as a whole, (x) the Company Parties and their Subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under the Material Contracts and none of the Company Parties, the Company Parties’ Subsidiaries, or, to the knowledge of the Company Parties, any other party thereto is in breach of or default under any such Contract, (y) during the last twelve (12) months, none of the Company Parties or any of their Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Contract, and (z) to the knowledge of the Company Parties, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by a Company Party or its Subsidiaries or, to the knowledge of the Company Parties, any other party thereto (in each case, with or without notice or lapse of time or both).

Section 4.13. Company Benefit Plans.

(a) Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each Company Benefit Plan. With respect to each Company Benefit Plan, the Company Parties have made available to Acquiror, to the extent applicable, true, complete and correct copies of (A) such Company Benefit Plan (or, if not written a written summary of its material terms) and all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (B) the most recent summary plan descriptions, including any summary of material modifications, (C) the most recent annual reports (Form 5500 series) filed with the IRS with respect to such Company Benefit Plan, (D) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (E) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, (F) the most recent non-discrimination testing results relating to such Company Benefit Plan, and (G) all non-routine written correspondence to or from any Governmental Authority relating to such Company Benefit Plan.

(b) (i) Each Company Benefit Plan has been operated, funded and administered in all material respects in compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) all contributions required to be made with respect to any Company Benefit Plan have been made or, to the extent not yet due, accrued and reflected in the Company Parties’ financial statements to the extent required by GAAP in accordance with the terms of the Company Benefit Plan and applicable Law; (iii) each Company Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS as to its qualification or may rely upon an opinion letter for a prototype plan and, to the knowledge of the Company Parties, no fact or event has occurred that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan.

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(c) No Company Benefit Plan is, and none of the Company Parties or any of their ERISA Affiliates has since the Company’s inception sponsored or contributed to or been required to contribute to, or has any liability (whether actual or contingent) with respect to, (i) a multiemployer pension plan (as defined in Section 3(37) of ERISA), (ii) a defined benefit pension plan that is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, (iii) a multiple employer plan (within the meaning of Section 413(c) of the Code), or (iv) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA). None of the Company Parties or any of their ERISA Affiliates has incurred or would reasonably be expected to incur any liability under Title IV of ERISA.

(d) With respect to each Company Benefit Plan, no Legal Proceedings (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company Parties, threatened, and to the knowledge of the Company Parties, no facts or circumstances exist that would reasonably be expected to give rise to any such Legal Proceedings.

(e) No Company Benefit Plan provides medical, surgical, hospitalization, death, life insurance, welfare or similar benefits (whether or not insured) for employees, former employees, consultants, managers or directors of a Company Party or any Company Party Subsidiary (or any dependent or beneficiary thereof) for periods extending beyond their retirement or other termination of service, other than coverage mandated by applicable Law or benefits the full cost of which is borne by the current or former employee, consultant, manager or director (or his or her beneficiary).

(f) Except as set forth on Section 4.13(f) of the Company Disclosure Letter, the consummation of the transactions contemplated hereby will not, either alone or in combination with another event (such as termination following the consummation of the transactions contemplated hereby), (i) entitle any current or former employee, officer or other service provider of a Company Party or any Subsidiary of the Company Parties to any severance pay or any other compensation or benefits, (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation or benefits due any such employee, officer or other service provider, (iii) accelerate the vesting and/or settlement of any Company Holdco Award or Company Award, or (iv) restrict a Company Party’s or any Company Party Subsidiary’s rights to amend or terminate any Company Benefit Plan.

(g) The consummation of the transactions contemplated hereby will not, either alone or in combination with another event, result in any “excess parachute payment” under Section 280G of the Code. No Company Benefit Plan provides for, and the Company Parties and their Subsidiaries do not have any obligation to make, a Tax gross-up, make whole or similar payment with respect to any Taxes, including any Taxes imposed under Sections 409A or 4999 of the Code. Each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code has been operated in all material respects in compliance with Section 409A of the Code. No payment or benefit under any Company Benefit Plan has been, is or is reasonably expected to be subject to the penalties imposed under or by operation of Section 409A of the Code.

(h) There have been no non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan. Except as required by applicable Law, none of the Company Parties or any of their Subsidiaries has announced its intention to modify or terminate any

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Company Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of a Company Benefit Plan. No Company Benefit Plan is, or since the Company’s inception has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such program. (i) To the knowledge of the Company Parties, none of the Company Parties or any Subsidiary of the Company Parties has incurred, any material penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code, and (ii) no such penalty or Tax has been assessed against any of the Company Parties or any of their Subsidiaries.

(i) All Company Holdco Options have been granted in accordance with the terms of the Company Holdco Incentive Plan and all Company Holdco Options were granted with an exercise price that is no less than the fair market value of the underlying Company Holdco Common Units on the date of grant, as determined in accordance with Section 409A of the Code or Section 422 of the Code, if applicable. The treatment of Company Holdco Options in the Pre-Closing Restructuring and the treatment of the Company Options under this Agreement does not violate the terms of the Company Holdco Incentive Plan or any Contract governing the terms of such awards.

(j) Each Foreign Benefit Plan that is required to be registered or intended to be tax exempt has been registered (and, where applicable, accepted for registration) and is tax exempt and has been maintained in good standing, to the extent applicable, with each Governmental Authority. No Foreign Benefit Plan is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA) or has any material unfunded or underfunded liabilities. All material contributions required to have been made by or on behalf of the Company Parties or any of their Subsidiaries with respect to plans or arrangements maintained or sponsored a Governmental Authority (including severance, termination indemnities or other similar benefits maintained for employees outside of the United States) have been timely made or fully accrued.

Section 4.14. Labor Relations; Employees.

(a)(i) None of the Company Parties or any of their Subsidiaries is or has at any time been a party to or bound by any collective bargaining agreement, or any similar agreement with a labor union, works council or other employee representative, (ii) no such agreement is being negotiated by a Company Party or any of the Company Parties’ Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company Parties, has sought to represent any of the employees of the Company Parties or their Subsidiaries. To the knowledge of the Company Parties, there has been no labor organization activity involving any employees of the Company Parties or any of their Subsidiaries. There is no pending and, since the Company’s inception, there has been no actual or, to the knowledge of the Company Parties, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting a Company Party or any Subsidiary of the Company Parties.

(b) Each of the Company Parties and their Subsidiaries are, and have been since the Company’s inception, in compliance in all material respects with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance.

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(c) Since the Company’s inception, the Company Parties and their Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is pending, or, to the knowledge of the Company Parties, threatened, nor has any such Legal Proceeding occurred since the Company’s inception.

(d) None of the Company Parties or any of their Subsidiaries (A) has or has had since the Company’s inception any material liability for any arrears of wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses), or any penalty or other sums for failure to comply with any of the foregoing, and (B) has or has had since the Company’s inception any material liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of a Company Party or any of their Subsidiaries (other than routine payments to be made in the normal course of business and consistent with past practice), or (C) is delinquent in any payments to any employee or independent contractor for any wages, salaries, commissions, bonuses, severance, fees or other direct compensation due with respect to any services performed for it or amounts required to be reimbursed to such employees or independent contractor.

(e) To the knowledge of the Company Parties, no present or former employee, worker or independent contractor of a Company Party or any of the Company Parties’ Subsidiaries is in violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to a Company Party or any of the Company Parties’ Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to a Company Party or any of the Company Parties’ Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information. In the past twelve (12) months (i) no director, officer, or key employee’s employment with a Company Party or any of their Subsidiaries has been terminated or furloughed for any reason? and (ii) no director, officer, key employee, or group of employees, has provided notice of any plans to terminate his, her or their employment or service arrangement with a Company Party or any of their Subsidiaries.

(f) None of the Company Parties or any of the Company Parties’ Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of a Company Party or any of the Company Parties’ Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by any officer, director, manager or employee of a Company Party or any of the Company Parties’ Subsidiaries and, since the Company’s inception, there have not been any internal investigations by or on behalf of any Company Party or any Subsidiary of a

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Company Party with respect to any claims or allegations of sexual harassment, sexual misconduct or sexual abuse against or involving any employee, officer, manager or director of a Company Party or any of their Subsidiaries. Since the Company’s inception, no allegations of sexual harassment, sexual misconduct or discrimination have been made against any officer, director, manager or employee of a Company Party or any of the Company Parties’ Subsidiaries, and the Company Parties and their Subsidiaries have not otherwise become aware of any such allegations. To the knowledge of the Company Parties, there are no facts that would reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation for raising a complaint of sexual harassment or sexual misconduct, other unlawful harassment or unlawful discrimination against or involving a Company Party or their Subsidiaries or any employee, officer, manager or director thereof.

(g) Since the Company’s inception, the Company Parties and their Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company Parties, taken as a whole with their Subsidiaries, have sufficient employees to operate the business of the Company Parties and their Subsidiaries as currently conducted.

(h) The Company Parties and their Subsidiaries currently classify and have properly classified (i) each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans.

(i) No employee layoff, facility closure or shutdown (whether voluntary or by order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, reduction in salary or wages, change in compensation or benefits (other than ordinary course salary or wage increases and grants of Company Incentive Units or Company Options), or other material adverse workforce changes affecting any current or former employee or individual independent contractor of a Company Party or any of their Subsidiaries has occurred since January 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. None of the Company Parties or any of their Subsidiaries have otherwise experienced any material employment-related liability with respect to or arising out of COVID-19 or any COVID-19 Measures.

(j) None of the Company Parties or any of their Subsidiaries (i) is subject to any affirmative action obligations under any Law, including, without limitation, Executive Order 11246, and/or (ii) is a government contractor or subcontractor for purposes of any Law with respect to the terms and conditions of employment, including, without limitation, prevailing wage Laws. There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and none of the Company Parties or any of their Subsidiaries has been reassessed in any material respect under such legislation since the Company’s inception and, to the knowledge of the Company Parties, no audit of a Company Party or any of its Subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation.

Section 4.15. Taxes.

(a) All material Tax Returns required to be filed by or with respect to a Company Party or any of their Subsidiaries have been timely filed (taking into account any applicable extensions), all such Tax Returns are true, complete and accurate in all material respects and all material Taxes due and payable (whether or not shown on any Tax Return) have been paid.

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(b) Each Company Party and each of their Subsidiaries have withheld from amounts owing to any employee, creditor or other Person all material Taxes required by Law to be withheld, paid over to the proper Governmental Authority in a timely manner all such withheld amounts required to have been so paid over and complied in all material respects with all applicable withholding and related reporting requirements with respect to such Taxes.

(c) There are no Liens for Taxes (other than Permitted Liens) upon the property or assets of a Company Party or any of its Subsidiaries.

(d) No claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental Authority against a Company Party or any of its Subsidiaries that remains unresolved or unpaid.

(e) There are no ongoing or pending Legal Proceedings with respect to any material Taxes of a Company Party or any of its Subsidiaries, and there are no waivers, extensions or requests for any waivers or extensions of any statute of limitations currently in effect with respect to any material Taxes of a Company Party or any of its Subsidiaries.

(f) None of the Company Parties or any of their Subsidiaries has made a request for an advance tax ruling, request for technical advice, a request for a change of any method of accounting or any similar request that is in progress or pending with any Governmental Authority with respect to any Taxes of the Company Parties and their Subsidiaries.

(g) None of the Company Parties or any of their Subsidiaries is a party to any Tax indemnification or Tax sharing or similar agreement (other than any agreement (i) solely between a Company Party and its existing Subsidiaries or (ii) commercial Contracts the principal purpose of which is not Taxes).

(h) None of the Company Parties or any of their Subsidiaries has been a party to any transaction treated by the parties as a distribution of stock qualifying for Tax-free treatment under Section 355 of the Code.

(i) None of the Company Parties or any of their Subsidiaries (i) is liable for Taxes of any other Person (other than the Company Parties and their Subsidiaries) under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or foreign Tax Law or as a transferee or successor or by Contract (other than commercial Contracts the principal purpose of which is not related to Taxes) or (ii) has ever been a member of an affiliated, consolidated, combined or unitary group filing for United States federal, state or local income Tax purposes, other than a group the common parent of which was or is the Company or any of its Subsidiaries.

(j) No written claim has been made by any Governmental Authority where a Company Party or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation in that jurisdiction.

(k) None of the Company Parties or any of their Subsidiaries has, or has ever had, a permanent establishment in any country other than the country of its organization, or is, or has ever been, subject to income Tax in a jurisdiction outside the country of its organization.

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(l) None of the Company Parties or any of their Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation 1.6011-4(b)(2).

(m) None of the Company Parties or any of their Subsidiaries will be required to include any material amount in taxable income, exclude any material item of deduction or loss from taxable income, or make any adjustment under Section 481 of the Code (or any similar provision of state, local or foreign Law) for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) installment sale, excess loss account or deferred intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) or open transaction disposition made prior to the Closing outside the ordinary course of business, (ii) prepaid amount received or deferred revenue recognized prior to the Closing outside the ordinary course of business, (iii) change in method of accounting for a taxable period ending on or prior to the Closing Date or (iv) “closing agreements” described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed prior to the Closing.

(n) The Company Parties and their Subsidiaries have not taken any action, nor to the knowledge of the Company Parties or any of their Subsidiaries are there any facts or circumstances, that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Section 4.16. Brokers’ Fees. Except as set forth on Section 4.16 of the Company Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated hereby based upon arrangements made by the Company Parties, any of the Company Parties’ Subsidiaries or any of their Affiliates for which Acquiror, any Company Party or any of the Company Parties’ Subsidiaries has any obligation.

Section 4.17. Insurance. Section 4.17 of the Company Disclosure Letter contains a list of, as of the date hereof, all material policies or binders of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance held by, or for the benefit of, a Company Party or any of the Company Parties’ Subsidiaries as of the date of this Agreement. True, correct and complete copies of such insurance policies as in effect as of the date hereof have previously been made available to Acquiror. All such policies are in full force and effect, all premiums due have been paid, and no notice of cancellation or termination has been received by any Company Party or any of their Subsidiaries with respect to any such policy. To the knowledge of the Company Parties, there are no events, circumstances or other liabilities that give rise to a material claim under such insurance policies. Except as disclosed on Section 4.17 of the Company Disclosure Letter, no insurer has denied or disputed coverage of any material claim under an insurance policy during the last twelve (12) months.

Section 4.18. Licenses. The Company Parties and their Subsidiaries have obtained, and maintain, all of the material Licenses reasonably required to permit the Company Parties and their Subsidiaries to acquire, originate, own, operate, use and maintain their assets in the manner in which they are now operated and maintained and to conduct the business of the Company Parties and their Subsidiaries as currently conducted. Except as is not and would not reasonably be expected to be material to the Company Parties and their Subsidiaries, taken as a whole, (a) each material License is in full force and effect in accordance with its terms and (b) no written notice of revocation, cancellation or termination of any material License has been received by any Company Party or Company Party Subsidiary.

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Section 4.19. Equipment and Other Tangible Property. A Company Party or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company Parties and their Subsidiaries as owned by a Company Party or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company Parties and their Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present use.

Section 4.20. Real Property.

(a) Section 4.20(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Leased Real Property and all Real Property Leases (as hereinafter defined) pertaining to such Leased Real Property. With respect to each parcel of Leased Real Property:

(i) A Company Party or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens.

(ii) The Company Parties and their Subsidiaries have made available to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company Parties and their Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”).

(iii) The Company Parties and their Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, to the knowledge of the Company Parties, there are no material disputes with respect to such Real Property Leases.

(i) There is no material breach or default by any Company Party or any Company Party Subsidiary or, to the knowledge of the Company Parties, any third party under any Real Property Lease, and, to the knowledge of the Company Parties, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases.

(ii) As of the date of this Agreement, no party, other than a Company Party or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof.

(iii) None of the Company Parties or any of their Subsidiaries have received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property.

(b) None of the Company Parties or any of their Subsidiaries owns any Owned Real Property.

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Section 4.21. Intellectual Property.

(a) Section 4.21(a) of the Company Disclosure Letter lists each item of Intellectual Property that is registered or applied-for with a Governmental Authority and is owned by any Company Party or any of its Subsidiaries as of the date of this Agreement, whether applied for or registered in the United States or internationally as of the date of this Agreement (“Company Registered Intellectual Property”). A Company Party or one of its Subsidiaries is the sole and exclusive beneficial and record owner of all of the items of Company Registered Intellectual Property, and, to the knowledge of the Company Parties, all such Company Registered Intellectual Property is subsisting and, (excluding any pending applications included in the Company Registered Intellectual Property) is valid and enforceable. The Company Licensed Intellectual Property, to the knowledge of the Company Parties, is valid, subsisting and enforceable, and, to the knowledge of the Company Parties, all of the Company Parties and their Subsidiaries’ rights in and to the Company Licensed Intellectual Property are valid and enforceable.

(b) As of the date of this Agreement there are no material Legal Proceedings pending, including litigations, interference, reexamination, inter parties review, reissue, opposition, nullity, or cancellation proceedings pending that relate to any of the Company Registered Intellectual Property and, to the knowledge of the Company Parties, no such material Legal Proceedings are threatened by any Governmental Authority or any other Person.

(c) Except as would not be expected to be material to the Company Parties and their Subsidiaries, a Company Party or one of its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), or has a valid right to use, all Intellectual Property reasonably necessary for or used in the continued conduct of the business of the Company Parties and their Subsidiaries in substantially the same manner as such business has been operated during the twelve (12) months prior to the date hereof, provided that the foregoing shall not be deemed a representation or warranty regarding non-infringement, validity or enforceability of Intellectual Property. For all Patents owned by a Company Party or any of its Subsidiaries, each inventor on the Patent has assigned their rights to such Company Party or its Subsidiary.

(d) Section 4.21(d) of the Company Disclosure Letter sets forth: (i) a list of all current Contracts for government (including US and foreign governments) sponsored or funded research and other activities and (ii) a list of all current licenses, sublicenses or other agreements, including covenants not to sue, under which any Person has been granted by a Company Party or any Subsidiary of a Company Party any material right or otherwise has received or acquired any material right (whether or not exercisable) or interest in, any Company-Owned Intellectual Property or Company Licensed Intellectual Property, in each case, other than (w) licenses to off-the-shelf, (x) Open Source Licenses, (y) non-exclusive licenses granted by a Company Party or its Subsidiary in the ordinary course of business, and (z) non-disclosure agreements and licenses granted by employees, individual consultants or individual contractors of a Company Party or any Subsidiary of a Company Party pursuant to Contracts with employees, individual consultants or individual contractors, in each case, that do not materially differ from the Company Parties’ form therefor that has been made available to Acquiror.

(e) The Company-Owned Intellectual Property and the Company Licensed Intellectual Property, to the knowledge of the Company Parties, constitutes all of the intellectual property rights used or held for use by any Company Party or any Subsidiary of the Company Parties in the operation of their respective businesses, and, to the knowledge of the Company Parties, all Intellectual Property necessary and sufficient to enable the Company Parties and any Subsidiary of the Company Parties to conduct their respective businesses as currently conducted in all material respects.

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(f) The Company Parties and their Subsidiaries (other than any Subsidiary or business unit, as applicable, that was acquired within the eighteen (18) month period prior to the date of this Agreement) have not, to the knowledge of the Company Parties, infringed upon, misappropriated or otherwise violated and, as of the date of this Agreement, are not infringing upon, misappropriating or otherwise violating any Intellectual Property of any third Person. As of the date of this Agreement, there is no action pending to which a Company Party or such Subsidiary of a Company Party is a named party, or to the knowledge of the Company Parties, that is threatened in writing, alleging a Company Party’s or such Subsidiaries’ infringement, misappropriation or other violation of any Intellectual Property of any third Person and there has not been, within the twelve (12) months preceding the date of this Agreement, any such action brought or threatened in writing.

(g) Since the Company’s inception, the Company Parties have not received any written communications (i) alleging that a Company Party or a Subsidiary of a Company Party has infringed, misappropriated or otherwise violated any intellectual property rights of any other Person, (ii) challenging the validity, enforceability, use or exclusive ownership of any Company-Owned Intellectual Property or (iii) inviting a Company Party or any of its Subsidiaries to take a license under any Patent or consider the applicability of any Patents to any products, services, or the conduct of the business of the Company Party or any of its Subsidiaries.

(h) To the knowledge of the Company Parties as of the date of this Agreement (i) no Person is infringing upon, misappropriating or otherwise violating any material Company-Owned Intellectual Property in any material respect, and (ii) the Company Parties and their Subsidiaries have not sent to any Person since the Company’s inception any written notice, charge, complaint, claim or other written assertion against such third Person claiming infringement or violation by or misappropriation of any Company-Owned Intellectual Property.

(i) The Company Parties and their Subsidiaries take commercially reasonable measures to protect the confidentiality of trade secrets, know-how, and other confidential information included in the Company Intellectual Property that is material to the business of the Company Parties and their Subsidiaries. Without limiting the foregoing, none of the Company Parties or any of their Subsidiaries have disclosed any trade secrets, know-how, or confidential information to any other person unless such disclosure was under an appropriate written non-disclosure agreement containing appropriate limitations on use, reproduction, or disclosure. To the knowledge of the Company Parties, there has not been any material unauthorized disclosure of or unauthorized access to any trade secrets, know-how, or other confidential information of any Company Party or any of the Company Parties’ Subsidiaries to or by any Person in a manner that has resulted or may result in the misappropriation of, or loss of trade secret or other rights in and to such information.

(j) Each of the Company Parties and their Subsidiaries’ employees, consultants, advisors and independent contractors who independently or jointly contributed to or otherwise participated in the authorship, invention, creation, improvement, modification or development of any material Company-Owned Intellectual Property (each such person, a “Creator”) have agreed to maintain and protect the trade secrets and confidential information of the Company Parties. The Company Parties’ and their Subsidiaries’ employees, consultants, advisors and independent contractors who independently or jointly contributed to or otherwise participated in the authorship, invention, creation, improvement, modification or development of any material Intellectual Property have assigned or have agreed to a present assignment of a Company Party or such Subsidiary all Intellectual Property authored, invented, created, improved, modified or developed by such person in the course of such Creator’s employment or other engagement with a Company Party or such Subsidiary.

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(k) To the knowledge of the Company Parties, no current or former stockholder, officer, director, or employee of any Company Party or any of their Subsidiaries has any claim, right (whether or not currently exercisable), or interest to or in any Company-Owned Intellectual Property. To the knowledge of the Company Parties, no employee of a Company Party or any of its Subsidiaries is (a) bound by or otherwise subject to any Contract restricting him or her from performing his or her duties for the Company Party or such Subsidiary or (b) in breach of any Contract with any former employer or other Person concerning Company-Owned Intellectual Property or confidentiality provisions protecting trade secrets and confidential information comprising Company-Owned Intellectual Property.

(l) No government funding, nor any facilities of a university, college, other educational institution or research center, was used in the development of the Company-Owned Intellectual Property and used in connection with the business.

(m) None of the Company-Owned Intellectual Property and, to the knowledge of the Company Parties, none of the Company Licensed Intellectual Property is subject to any outstanding Governmental Order that restricts in any manner the use, sale, transfer, licensing or exploitation thereof by a Company Party or its Subsidiaries, or affects the validity, use or enforceability of any such Intellectual Property, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company Parties or any of their Subsidiaries, taken as a whole.

(n) Neither the Company Parties nor any of their Subsidiaries are bound by, and no Company-Owned Intellectual Property or Company Licensed Intellectual Property is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of a Company Party or any of its Subsidiaries to use, exploit, assert, enforce, sell, transfer or dispose of any such Company-Owned Intellectual Property or Company Licensed Intellectual Property anywhere in the world, in each case, in a manner that would materially limit the business of the Company Parties as conducted or planned to be conducted.

(o) Neither the Company Parties nor any of their Subsidiaries have disclosed or delivered to any escrow agent or any other Person, other than employees or contractors who are subject to confidentiality obligations, any of the source code that is Company-Owned Intellectual Property, and no other Person has the right, contingent or otherwise, to obtain access to or use any such source code.

(p) With respect to the Software used or held for use in the business of the Company Parties and their Subsidiaries, to the knowledge of the Company Parties, no such Software contains any undisclosed or hidden device or feature designed to disrupt, disable, or otherwise impair the functioning of any Software or any “back door,” “time bomb”, “Trojan horse,” “worm,” “drop dead device,” or other malicious code or routines that permit unauthorized access or the unauthorized disablement or erasure of such or other Software or information or data (or any parts thereof) of a Company Party or its Subsidiaries or customers of the Company Parties and their Subsidiaries.

(q) The Company Parties’ and their Subsidiaries’ use and distribution of (A) Software developed by a Company Party or any of its Subsidiaries, and (B) Open Source Materials, is in material compliance with all Open Source Licenses applicable thereto. None of the Company Parties or any Subsidiary of the Company Parties has used any Open Source Materials in a manner that requires any Software or Company-Owned Intellectual Property, to be subject to Copyleft Licenses, except as would not be expected to be materially adverse to the Company Parties’ business.

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Section 4.22. Regulatory Compliance.

(a) Section 4.22(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list of all material Regulatory Permits held by the Company Parties and their Subsidiaries, which are the only material Regulatory Permits that are necessary for the Company Parties and their Subsidiaries to conduct their Business. Each of the Company Parties, their Subsidiaries and the Company Products are in compliance in all material respects with all Regulatory Permits, and no event, circumstance or state of facts has occurred which (with or without due notice or lapse of time or both) would reasonably be expected to result in the failure of a Company Party or any Company Party Subsidiary to be in compliance in all material respects with the terms of any such Regulatory Permit. To the knowledge of the Company Parties, no Governmental Authority is considering limiting, suspending or revoking any Regulatory Permit.

(b) There is (and since Company Holdco’s or the Company’s inception there has been) no material Action against a Company Party or any Company Party Subsidiary related to compliance with Healthcare Laws, and to the knowledge of the Company Parties, no such Actions have been threatened in writing.

(c) All Company Products are being, and since the Company’s inception have been, whether by a Company Party, Company Party Subsidiary or a third-party, researched, developed, tested, investigated, manufactured, prepared, packaged, labeled, stored and distributed, in compliance in all material respects with the Healthcare Laws.

(d) The preclinical studies and clinical trials conducted by or on behalf of a Company Party or any Company Party Subsidiary or, to the knowledge of the Company Parties, involving any Company Products are being and have been conducted in all material respects in accordance with all applicable clinical trial protocols, informed consents and applicable requirements and Healthcare Laws, including those of the FDA and any comparable Governmental Authority.

(e) As of the date of this Agreement, none of the Company Parties, any Company Party Subsidiary, or to the knowledge of the Company Parties, any clinical trial site conducting a clinical trial of any Company Product, has undergone any non-routine inspection related to any Company Product or any other Governmental Authority investigation or Legal Proceeding.

(f) Since the incorporation or formation of Company Holdco and the Company, none of the Company Parties or any Company Party Subsidiary has distributed any Company Products that were upon their shipment by a Company Party or its Subsidiary adulterated or misbranded in violation of 21 U.S.C. § 331 or any other Governmental Authority’s jurisdiction. No Company Products have been seized, withdrawn, recalled, detained or subject to a suspension (other than in the ordinary course of business) of research, development, testing, manufacturing or distribution, and, to the knowledge of the Company Parties, there are no facts or circumstances reasonably likely to cause (i) the seizure, denial, withdrawal, recall, or detention, or public health notification or safety alert relating to any Company Product or (ii) a termination or suspension of research, development, testing, clinical investigation, manufacturing or distributing of any Company Product, in either case, except as would not have a Company Material Adverse Effect. There are no Actions in the United States or any other jurisdiction seeking the withdrawal, recall, revocation, suspension, import detention or seizure of any Company Product are pending or, to the knowledge of the Company Parties, threatened in writing against a Company Party or any Company Party Subsidiary, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company Parties and their Subsidiaries, taken as a whole.

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(g) None of the Company Parties, any Company Party Subsidiary, or any of their respective directors, managers, officers, employees, or, to the knowledge of the Company Parties, individual independent contractors or other service providers, including clinical trial investigators, coordinators, monitors, Company Products or services, have been or are currently disqualified, excluded or debarred from, or threatened with or currently subject to an investigation or proceeding that could result in disqualification, exclusion or debarment under state or federal statutes or regulations, or assessed or threatened with assessment of civil monetary penalties regarding any health care programs of any Governmental Authority, or convicted of any crime regarding health care products or services, or engaged in any conduct that would reasonably be expected to result in any such debarment, exclusion, disqualification, or ineligibility, including, without limitation, (A) debarment under 21 U.S.C. Section 335a or any similar Law (B) exclusion under 42 U.S.C. Section 1320a-7 or any similar Law; or (C) exclusion under 48 CFR Subpart Section 9.4, the System for Award Management Nonprocurement Common Rule. None of the Company, any Subsidiary, or to knowledge of the Company Parties’, any of their current or former members, officers, partners, employees, contractors or agents have been subject to any consent decree of, or criminal or civil fine or penalty imposed by, any Governmental Authority related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, or obstruction of an investigation of controlled substances. None of the Company Parties, any Company Party Subsidiary, or any of their current or former members, officers, partners, employees, contractors or agents has been (i) subject to any enforcement, regulatory or administrative proceedings against or affecting the Company Parties or any of their Affiliates relating to or arising under any Healthcare Law and no such enforcement, regulatory or administrative proceeding has been threatened, or (ii) a party to any corporate integrity agreement, monitoring agreement, deferred or non-prosecution agreement, consent decree, settlement order, or similar agreement imposed by any Governmental Authority. None of the Company Parties, any Company Party Subsidiary, or any of their officers, directors, employees, or to the knowledge of the Company Parties, agents or contractors have received written notice from the FDA, any other Governmental Authority and/or any health insurance institution with respect to debarment, disqualification or restriction. None of the Company Parties, any Company Party Subsidiary, or any of their officers, directors, employees, or, to the knowledge of the Company Parties, agents or contractors have been convicted of any crime or engaged in any conduct which has previously caused or would reasonably be expected to result in (A) debarment as mandated or permitted by 21 U.S.C. § 335a or any similar Law, or (B) such Person could be excluded from participating in the federal healthcare programs under 42 U.S.C. Section 1320a-7 or any similar Law.

(h) All material reports, documents, claims, permits and notices required to be filed, maintained or furnished to the FDA or any other Governmental Authority by the Company Parties or any Company Party Subsidiary have been so filed, maintained or furnished. To the knowledge of the Company Parties, all such reports, documents, claims, permits and notices were complete and accurate in all material respects on the date filed (or were corrected or supplemented by a subsequent filing).

(i) Each of the Company Parties and their Subsidiaries, and, to the knowledge of the Company Parties, any other Persons acting for or on behalf of any of the foregoing, are and have been since the Company’s inception in compliance in all material respects with all Healthcare Laws.

(j) There have been no Actions, and no such Actions are pending or, to the knowledge of the Company Parties, threatened in writing against a Company Party or any Company Party Subsidiary related to product liability for the Company Products or the Company Parties’ or any Company Party Subsidiary’s services.

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(k) Neither of the Company Parties is a U.S. business that (i) produces, designs, tests, manufactures, fabricates, or develops one or more “critical technologies”; (ii) performs the functions as set forth in column 2 of Appendix A to 31 C.F.R. Part 800 with respect to “covered investment critical infrastructure”; or (iii) maintains or collects, directly or indirectly, “sensitive personal data” of U.S. citizens, in each case as such terms in quotation marks are defined in the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

Section 4.23. Privacy and Cybersecurity.

(a) The Company Parties and their Subsidiaries maintain and are in compliance, in all material respects, with, and since the Company’s inception have maintained and been in compliance with, in all material respects, (i) all applicable Laws relating to the privacy and/or security of personal information, including Laws relating to the receipt, collection, storage, use, security, transfer or other processing (collectively, “Processing”) of personal information (collectively, “Privacy Laws”), (ii) the Company Parties’ and their Subsidiaries’ posted or publicly facing privacy policies, (iii) any privacy choices, including opt-out preferences, of end users relating to personal information along with any obligations contained in the Company Parties’ and each of their Subsidiaries’, internal and external data privacy and security policies with respect to the Processing of personal information, (together, the “Company Privacy Commitments”), (iv) any contractual commitment made by a Company Party or any Company Party Subsidiary that is applicable to such personal information and (v) the Company Parties’ and their Subsidiaries’ contractual obligations concerning cybersecurity, data security and the security of the Company Parties’ and each of their Subsidiaries’ information technology systems, in each case of (i)-(v) above, other than any non-compliance that, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company Parties and their Subsidiaries. None of the Company Parties have received written notice of any Actions by any Person (including any Governmental Authority) to which a Company Party or any of its Subsidiaries is a named party or, to the knowledge of the Company Parties, threatened in writing against a Company Party or its Subsidiaries alleging a violation of any third Person’s privacy or personal information rights. Copies of all current and prior privacy policies used by a Company Party or any Company Party Subsidiary have been made available to the Acquiror and such copies are true, correct and complete.

(b) The Company Parties and each Company Party Subsidiary has implemented and maintained appropriate technical, physical and organizational measures, security systems and technologies in compliance, in all material respects, with all data security requirements under applicable Privacy Laws and Company Privacy Commitments that are designed to protect computers, networks, software and systems used by a Company Party or any Company Party Subsidiary from loss, theft, unauthorized access, use, disclosure or modification. The Company Parties and their Subsidiaries have taken appropriate steps to train employees who have access to personal information on all applicable aspects of Privacy Laws and Company Privacy Commitments and to ensure that all employees with the right to access such data are under written obligations of confidentiality with respect to such data.

(c) (i) To the knowledge of the Company Parties, there have been, no material breaches of the security of the information technology systems of the Company Parties and their Subsidiaries, and (ii) there have been no disruptions in any information technology systems that materially adversely affected the Company Parties’ and their Subsidiaries’ business or operations. To the knowledge of the Company Parties, none of the Company Parties nor any Subsidiary of the Company Parties has (A) experienced any incident in which personal information or any other confidential or sensitive information of any Company Party was stolen or improperly accessed, including in connection with a breach of security or (B) received any written notice or complaint from any Person with respect to any of the foregoing, nor has any such notice or complaint been threatened in writing against a Company Party or any Company Party Subsidiary.

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(d) To the knowledge of the Company Parties, no circumstance has arisen in which Privacy Laws would require the Company Parties or any Company Party Subsidiary to notify a Governmental Authority of a data security breach or security incident.

Section 4.24. Environmental Matters.

(a) The Company Parties and their Subsidiaries are and, except for matters which have been fully resolved, since the Company’s inception have been in compliance in all material respects with all Environmental Laws.

(b) There has been no release of any Hazardous Materials by a Company Party or its Subsidiaries (i) at, in, on or under any Leased Real Property or in connection with the Company Parties’ and their Subsidiaries’ operations off-site of the Leased Real Property or (ii) to the knowledge of the Company Parties’, at, in, on or under any formerly owned or Leased Real Property during the time that the Company Parties owned or leased such property or at any other location where Hazardous Materials generated by the Company Parties or any of their Subsidiaries have been transported to, sent, placed or disposed of.

(c) None the Company Parties or their Subsidiaries is subject to any current Governmental Order relating to any material non-compliance with Environmental Laws by the Company Parties or their Subsidiaries or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials.

(d) No material Legal Proceeding is pending or, to the knowledge of the Company Parties, threatened with respect to the Company Parties’ and their Subsidiaries’ compliance with or liability under Environmental Laws, and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis of such a Legal Proceeding.

(e) The Company Parties have made available to Acquiror all material environmental reports, assessments, audits and inspections and any material communications or notices from or to any Governmental Authority concerning any material non-compliance of the Company Parties or any of their Subsidiaries with, or liability of the Company Parties or any of their Subsidiaries under, Environmental Law.

Section 4.25. Absence of Changes. From the date of the most recent balance sheet included in the Financial Statements (that have been provided as of the date of this Agreement) to the date of this Agreement, (a) except in connection with the transactions contemplated hereby, (i) the Company Parties and their Subsidiaries have conducted their business in all material respects in the ordinary course of business, consistent with past practice and (ii) none of the Company Parties or any of their Subsidiaries has taken any action that would require the consent of Acquiror if taken during the period from the date of this Agreement until Closing pursuant to Section 6.1(b), Section 6.1(e), Section 6.1(h) and Section 6.1(n), and (b) there has not been any Company Material Adverse Effect.

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Section 4.26. Anti-Corruption Compliance.

(a) Since the Company’s inception, none of the Company Parties or any of their Subsidiaries, nor, to the knowledge of the Company Parties, any director, officer, employee or agent acting on behalf of the Company Parties or any of the Company Parties’ Subsidiaries, has offered or given anything of value to: (i) any official or employee of a Governmental Authority, any political party or official thereof, or any candidate for political office or (ii) any other Person, in any such case while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any official or employee of a Governmental Authority or candidate for political office, in the case of clauses (i) and (ii) above, in violation of the Anti-Bribery Laws.

(b) Each of the Company Parties and their Subsidiaries, has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Laws.

(c) To the knowledge of the Company Parties, as of the date hereof, there are no current or pending internal investigations, third party investigations (including by any Governmental Authority), or internal or external audits that address any material allegations or information concerning possible material violations of the Anti-Bribery Laws related to the Company Parties or any of the Company Parties’ Subsidiaries.

Section 4.27. Sanctions and International Trade Compliance.

(a) The Company Parties and their Subsidiaries (i) are, and have been since the Company’s inception, in compliance in all material respects with all applicable International Trade Laws and Sanctions Laws, and (ii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority required under applicable International Trade Laws and Sanctions Laws for the import, export, re-export, deemed export, deemed re-export, or transfer of products, services, software or technologies (the “Export Approvals”). There are no pending or, to the knowledge of the Company Parties, threatened, claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings against the Company Parties or any of the Company Parties’ Subsidiaries related to any International Trade Laws or Sanctions Laws or any Export Approvals.

(b) None of the Company Parties or any of their Subsidiaries nor any of their respective directors or officers, or, to the knowledge of the Company Parties, their respective employees, agents, representatives or other Persons acting for and on behalf of the Company Parties or any of the Company Parties’ Subsidiaries (i) is, or has been during the past five (5) years, a Sanctioned Person or (ii) has transacted business, directly or knowingly indirectly, with any Sanctioned Person or in any Sanctioned Country in violation of Sanctions Laws.

Section 4.28. Information Supplied. None of the information provided by the Company Parties or any of the Company Parties’ Subsidiaries specifically for inclusion or incorporation by reference in the Registration Statement will, at the date on which the Proxy Statement/Registration Statement is first mailed to the Acquiror Stockholders or at the time of the Acquiror Stockholders’ Meeting, and, in the case of any amendment thereto, at the time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

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Section 4.29. Vendors.

(a) Section 4.29(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty (20) vendors, suppliers and service providers based on the aggregate Dollar value of the Company Parties’ and their Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2020 (the “Top Vendors”).

(b) Except as set forth on Section 4.29(b) of the Company Disclosure Letter, none of the Top Vendors has, as of the date of this Agreement, informed in writing any of the Company Parties or any of the Company Parties’ Subsidiaries that it will, or, to the knowledge of the Company Parties, has threatened in writing to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company Parties or any of their Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company Parties, none of the Top Vendors is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company Parties or their Subsidiaries or their respective businesses.

Section 4.30. Government Contracts. Neither of the Company Parties is party to: (i) any Contract, including an individual task order, delivery order, purchase order, basic ordering agreement, letter Contract or blanket purchase agreement between the Company Party or any of its Subsidiaries, on one hand, and any Governmental Authority, on the other hand or (ii) any subcontract or other Contract by which a Company Party or one of its Subsidiaries has agreed to provide goods or services through a prime contractor directly to a Governmental Authority that is expressly identified in such subcontract or other Contract as the ultimate consumer of such goods or services. None of the Company Parties or any of their Subsidiaries have provided any offer, bid, quotation or proposal to sell products made or services provided by the Company Parties or any of their Subsidiaries that, if accepted or awarded, would lead to any Contract or subcontract of the type described by the foregoing sentence.

Section 4.31. No Outside Reliance. Each of the Company Parties acknowledges that the Company Parties and their advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in the Article V or any Ancillary Agreement to which the Acquiror is or will be a party, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or representatives or otherwise.

Section 4.32. No Additional Representation or Warranties. Except as provided in and this Article IV and the Ancillary Agreements to which a Company Party is party, none of the Company Parties or any of their Affiliates, or any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror or Merger Sub or their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or Merger Sub or their Affiliates.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB

Except as set forth in any Acquiror SEC Filings filed or submitted on or prior to the date hereof (but excluding any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature), Acquiror and Merger Sub represent and warrant to the Company Parties as follows:

Section 5.1. Company Organization. Each of Acquiror and Merger Sub has been duly incorporated, organized or formed and is validly existing as a corporation or exempted company in good standing (or equivalent status, to the extent that such concept exists) under the Laws of its jurisdiction of incorporation, organization or formation, and has the requisite company power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The copies of Acquiror’s Governing Documents and the Governing Documents of Merger Sub, in each case, as amended to the date of this Agreement, previously delivered by Acquiror to the Company, are true, correct and complete. Merger Sub has no assets or operations other than those required to effect the transactions contemplated hereby. All of the equity interests of Merger Sub are held directly by Acquiror. Except for Merger Sub, Acquiror does not directly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or business association or other person. Each of Acquiror and Merger Sub is duly licensed or qualified and in good standing as a foreign corporation or company in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to have an Acquiror Material Adverse Effect.

Section 5.2. Due Authorization.

(a) Each of Acquiror and Merger Sub has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, and (b) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of Acquiror and by Acquiror as the sole stockholder, as applicable, of Merger Sub and (ii) determined by the Board of Directors of Acquiror as advisable to Acquiror and the Acquiror Stockholders and recommended for approval by the Acquiror Stockholders. No other company proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the Acquiror Stockholder Approval). This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of Acquiror and Merger Sub, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, a legal, valid and binding obligation of each of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(b) The Acquiror Stockholder Approval represents the only votes of the holders of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the transactions contemplated hereby, including the Closing.

(c) At a meeting duly called and held, the Board of Directors of Acquiror has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

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Section 5.3. No Conflict. Subject to the Acquiror Stockholder Approval, the execution and delivery of this Agreement by Acquiror and Merger Sub and the other documents contemplated hereby by Acquiror and Merger Sub and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of, or result in the breach of or default under the

Governing Documents of Acquiror or Merger Sub, (b) violate or conflict with any provision of, or result in the breach of, or default under any applicable Law or Governmental Order applicable to Acquiror or Merger Sub, (c) violate or conflict with any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which Acquiror or Merger Sub is a party or by which Acquiror or Merger Sub may be bound, or terminate or result in the termination of any such Contract or (d) result in the creation of any Lien upon any of the properties or assets of Acquiror or Merger Sub, except, in the case of clauses (b) through (d), to the extent that the occurrence of the foregoing would not reasonably be expected to have an Acquiror Material Adverse Effect.

Section 5.4. Litigation and Proceedings. There are no pending or, to the knowledge of Acquiror, threatened Legal Proceedings against Acquiror or Merger Sub, their respective properties or assets, or, to the knowledge of Acquiror, any of their respective directors, managers, officers or employees (in their capacity as such) that, if adversely decided or resolved, would, individually or in the aggregate, be material to Acquiror, or which in any manner challenges or seeks to prevent the transactions contemplated hereby. There are no investigations or other inquiries pending or, to the knowledge of Acquiror, threatened by any Governmental Authority, against Acquiror or Merger Sub, their respective properties or assets, or, to the knowledge of Acquiror, any of their respective directors, managers, officers or employees (in their capacity as such). There is no outstanding Governmental Order imposed upon Acquiror or Merger Sub, nor are any assets of Acquiror’s or Merger Sub’s respective businesses bound or subject to any Governmental Order the violation of which would, individually or in the aggregate, be material to Acquiror. As of the date hereof, each of Acquiror and Merger Sub is in compliance with all applicable Laws in all material respects.

Section 5.5. SEC Filings. Acquiror has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since March 3, 2021, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Acquiror SEC Filings”). Each of the Acquiror SEC Filings, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder applicable to the Acquiror SEC Filings. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Acquiror SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquiror SEC Filings. To the knowledge of Acquiror, none of the Acquiror SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

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Section 5.6. Internal Controls; Listing; Financial Statements.

(a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), since its initial public offering, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Acquiror is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To Acquiror’s knowledge, such disclosure controls and procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Since March 3, 2021, Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP.

(b) Each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of March 8, 2021, and statement of operations, cash flow and stockholders’ equity of Acquiror for the period from January 15, 2021 (inception) through January 19, 2021, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). The Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

(d) As of the date hereof, neither Acquiror (including any employee thereof) nor, to Acquiror’s knowledge, Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.

Section 5.7. Governmental Authorities; Consents. No consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority or other Person is required on the part of Acquiror or Merger Sub with respect to Acquiror’s or Merger Sub’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act, the Exchange Act and the Securities Act; (ii) the appropriate filings and approvals under the rules of Nasdaq to permit Acquiror Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq; (iii) the filing of the Merger Certificate in accordance with the DGCL; or (iv) any others consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have an Acquiror Material Adverse Effect.

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Section 5.8. Trust Account. As of the date of this Agreement, Acquiror has at least $345,000,000.00 in the Trust Account (including, if applicable, an aggregate of approximately $12,075,000.00 of deferred underwriting commissions and other fees being held in the Trust Account), such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of March 3, 2021, between Acquiror and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) (the “Trust Agreement”). The Trust Agreement is in full force and effect and is a legal, and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and, to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement, or modification is contemplated by Acquiror or, to the knowledge of Acquiror, the Trustee. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Acquiror SEC Filings to be inaccurate or that would entitle any Person (other than stockholders of Acquiror holding shares of Acquiror Class A Common Stock sold in Acquiror’s initial public offering who shall have elected to redeem their shares of Acquiror Class A Common Stock pursuant to Acquiror’s Governing Documents and the underwriters of Acquiror’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to all Acquiror Stockholder Redemptions. There are no claims or proceedings pending or, to the knowledge of Acquiror, threatened with respect to the Trust Account. Acquiror has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to Acquiror’s Governing Documents shall terminate, and as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to Acquiror’s Governing Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the transactions contemplated hereby. To Acquiror’s knowledge, as of the date hereof, following the Effective Time, no Acquiror Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such Acquiror Stockholder is exercising an Acquiror Stockholder Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company Parties contained herein and the compliance by Company Parties with their obligations hereunder, neither Acquiror or Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror and Merger Sub on the Closing Date.

Section 5.9. Investment Company Act; JOBS Act. Acquiror is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. Acquiror constitutes an “emerging growth company” within the meaning of the JOBS Act.

Section 5.10. Absence of Changes. Since March 3, 2021, (a) there has not been any event or occurrence that has had, or would reasonably be expected to have, individually or in the aggregate, an Acquiror Material Adverse Effect, and (b) Acquiror and Merger Sub have, in all material respects, conducted their business and operated their properties in the ordinary course of business and consistent with past practice.

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Section 5.11. No Undisclosed Liabilities. Except for any fees and expenses payable by Acquiror or Merger Sub as a result of or in connection with the consummation of the transactions contemplated hereby, as of the date of this Agreement neither Acquiror nor Merger Sub has any Liability of the type required to be set forth on a balance sheet prepared in accordance with GAAP, except for Liabilities (a) reflected or reserved for on the financial statements or disclosed in the notes thereto included in Acquiror SEC Filings, (b) that have arisen since the date of the most recent balance sheet included in the Acquiror SEC Filings in the ordinary course of business of Acquiror and Merger Sub (none of which is material or a liability for breach of Contract, breach of warranty, tort, infringement or violation of Law), or (c) which would not be, or would not reasonably be expected to be, material to Acquiror.

Section 5.12. Capitalization of Acquiror.

(a) The authorized capital stock of Acquiror (without giving effect to the filing of the Amended and Restated Certificate of Incorporation or the other transactions contemplated by this Agreement) consists of 261,000,000 shares, including (i) 200,000,000 shares of Acquiror Class A Common Stock, 35,490,000 shares of which are issued and outstanding, (ii) 30,000,000 shares of Acquiror Class B Common Stock, 5,000,000 shares of which are issued and outstanding, (iii) 30,000,000 shares of Acquiror Class K Common Stock, 5,000,000 shares of which are issued and outstanding, and (iv) 1,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding ((i), (ii), (iii) and (iv) collectively, the “Acquiror Securities”). The foregoing represents all of the issued and outstanding Acquiror Securities as of the date of this Agreement. All issued and outstanding Acquiror Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) Acquiror’s Governing Documents, and (B) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Acquiror’s Governing Documents or any Contract to which Acquiror is a party or otherwise bound; and (iv) are free and clear of any Liens. As of the Effective Time, each share of Acquiror Class B Common Stock shall convert into an aggregate of 6,088,235 shares of Acquiror Class A Common Stock and each share of Acquiror Class K Common Stock shall convert into an aggregate of 8,697,479 shares of Acquiror Class A Common Stock.

(b) Prior to the Effective Time, all holders of shares of Acquiror Class B Common Stock and shares of Acquiror Class K Common Stock will have irrevocably waived any anti-dilution adjustment as to the ratio by which such shares convert into shares of Acquiror Class A Common Stock or any other measure with an anti-dilutive effect, in any case, that results from or is related to the transaction contemplated by this Agreement.

(c) Except for Acquiror’s Governing Documents and this Agreement, there are no outstanding Contracts of Acquiror to repurchase, redeem or otherwise acquire any Acquiror Securities. Except pursuant to this Agreement (or as contemplated hereby), the Forward Purchase Agreement and the Subscription Agreements, Acquiror has not granted any outstanding options, stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Acquiror Securities (except the conversion of Acquiror Class B Common Stock and Acquiror Class K Common Stock into Acquiror Class A Common Stock as disclosed in the Acquiror SEC Filings), or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Acquiror Securities or the value of which is determined by reference to the Acquiror Securities, and there are no Contracts of any kind which may obligate Acquiror to issue, purchase, redeem or otherwise acquire any of its Acquiror Securities.

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(d) The Aggregate Merger Consideration and the shares of Acquiror Class A Common Stock, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and non-assessable and issued in compliance in all material respects with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, Acquiror’s Governing Documents, or any Contract to which Acquiror is a party or otherwise bound.

(e) On or prior to the date of this Agreement, Acquiror has entered into Subscription Agreements with PIPE Investors, true, correct and complete copies of which have been provided to Company Holdco on or prior to the date of this Agreement, pursuant to which, and on the terms and subject to the conditions of which, such PIPE Investors have agreed, in connection with the transactions contemplated hereby, to purchase from Acquiror, shares of Acquiror Class A Common Stock for a PIPE Investment Amount of at least $150,000,000 (such amount, the “Minimum PIPE Investment Amount”). As of the date of this Agreement, there are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investors relating to the Subscription Agreement and, as of the date hereof, to the knowledge of Acquiror, there are no facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any of the Subscription Agreements not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. On or prior to the date of this Agreement, Acquiror has identified to Company Holdco each of the PIPE Investors that, to the knowledge of Acquiror, are also existing holders of Company Holdco Units (or has caused the identification of each such PIPE Investor to Company Holdco) and, to the knowledge of Acquiror, Company Holdco has not exercised its right to reasonably object to any such PIPE Investor as of the date of this Agreement. As of the date hereof, such Subscription Agreements are in full force and effect with respect to, and binding on, Acquiror and, to the knowledge of Acquiror, on each PIPE Investor party thereto (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity), in accordance with their terms, and has not been withdrawn or terminated, or otherwise amended or modified in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and Acquiror has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other Ancillary Agreements and this Agreement) to the obligations of the PIPE Investors to purchase the shares of Acquiror Class A Common Stock in the private placement in the commitment amount set forth in the Subscription Agreements on the terms therein. As of the date of this Agreement, no fees, cash consideration or other discounts are payable or have been agreed to be paid by Acquiror or any of its Subsidiaries (including, from and after the Closing, the Company and its Subsidiaries) to any PIPE Investor in respect of any PIPE Investment Amount.

(f) Acquiror has provided to Company Holdco a true, correct and complete copy of the Forward Purchase Agreement entered into by Acquiror with the Sponsor, pursuant to which the Sponsor has committed, subject to the terms thereof, to provide equity financing to Acquiror solely for purposes of consummating the Business Combination in the aggregate amount of up to $25,000,000 (the “Forward Purchase Amount”). The Forward Purchase Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror or, to the knowledge of Acquiror, by Sponsor. The Forward Purchase Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge

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of Acquiror, the Sponsor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under the Forward Purchase Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and the Sponsor that could affect the obligation of the Sponsor to contribute to Acquiror the Forward Purchase Amount in accordance with the Forward Purchase Agreement, and, as of the date of this Agreement, to the knowledge of Acquiror, there are no facts or circumstances that may reasonably be expected to result in any of the conditions set forth in the Forward Purchase Agreement not being satisfied by the Acquiror or by Sponsor, or the Forward Purchase Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of the Forward Purchase Agreement. The Forward Purchase Agreement contains all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the Sponsor to contribute to Acquiror the applicable portion of the Forward Purchase Amount set forth in the Forward Purchase Agreement on the terms therein.

(g) Acquiror has no Subsidiaries apart from Merger Sub, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. Acquiror is not party to any Contract that obligates Acquiror to invest money in, loan money to or make any capital contribution to any other Person.

Section 5.13. Brokers’ Fees. Except for the deferred underwriting commissions and other fees being held in the Trust Account as described in Section 5.8 and for fees payable pursuant to the letter agreement with J.P. Morgan Securities LLC dated April 25, 2021 in connection with the PIPE Investment, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated hereby based upon arrangements made by Acquiror or any of its Affiliates.

Section 5.14. Indebtedness. Except for the Working Capital Loans, neither Acquiror nor Merger Sub have any Indebtedness.

Section 5.15. Taxes.

(a) All material Tax Returns required to be filed by or with respect to Acquiror or Merger Sub have been timely filed (taking into account any applicable extensions), all such Tax Returns are true, complete and accurate in all material respects and all material Taxes due and payable (whether or not shown on any Tax Return) have been paid.

(b) The Acquiror and its Subsidiaries have withheld from amounts owing to any employee, creditor or other Person all material Taxes required by Law to be withheld, paid over to the proper Governmental Authority in a timely manner all such withheld amounts required to have been so paid over and otherwise complied in all material respects with all applicable withholding and related reporting requirements.

(c) There are no Liens for any material Taxes (other than Permitted Liens) upon the property or assets of Acquiror or Merger Sub.

(d) No claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental Authority against Acquiror or Merger Sub that remains unpaid.

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(e) There are no ongoing or pending Legal Proceedings with respect to any material Taxes of Acquiror or Merger Sub and there are no waivers, extensions or requests for any waivers or extensions of any statute of limitations currently in effect with respect to any material Taxes of Acquiror or Merger Sub.

(f) No written claim has been made by any Governmental Authority where the Acquiror or Merger Sub does not file Tax Returns that it is or may be subject to taxation in that jurisdiction.

(g) Neither the Acquiror nor Merger Sub is a party to any Tax indemnification or Tax sharing or similar agreement (other than any agreement (i) solely between the Acquiror and/or Merger Sub or (ii) commercial Contracts the principal purpose of which is not Taxes).

(h) Neither the Acquiror nor Merger Sub has been a party to any transaction treated by the parties as a distribution of stock qualifying for tax-free treatment under Section 355 of the Code.

(i) Neither the Acquiror nor Merger Sub is liable for Taxes of any other Person (other than the Acquiror or Merger Sub) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Tax Law or as a transferee or successor or by Contract (other than commercial Contracts the principal purpose of which is not Taxes).

(j) Neither Acquiror nor Merger Sub has participated in a “listed transaction” within the meaning of Treasury Regulations 1.6011-4(b)(2).

(k) Neither the Acquiror nor Merger Sub will be required to include any material amount in taxable income, exclude any material item of deduction or loss from taxable income, or make any adjustment under Section 481 of the Code (or any similar provision of state, local or foreign Law) for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) installment sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) or open transaction disposition made on or prior to the Closing Date, (ii) prepaid amount received or deferred revenue recognized prior to the Closing outside the ordinary course of business, (iii) change in method of accounting for a taxable period ending on or prior to the Closing Date or (iv) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed prior to the Closing.

(l) Acquiror and Merger Sub have not taken any action, nor to the knowledge of Acquiror are there any facts or circumstances, that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Section 5.16. Business Activities.

(a) Since formation, neither Acquiror or Merger Sub have conducted any business activities other than activities related to Acquiror’s initial public offering, the filing of Acquiror SEC Filings or directed toward the accomplishment of a Business Combination. Except as set forth in Acquiror’s Governing Documents or as otherwise contemplated by this Agreement or the Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Acquiror or Merger Sub or to which Acquiror or Merger Sub is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or Merger Sub or any acquisition of property by Acquiror or Merger Sub or the conduct of business by Acquiror or Merger Sub as currently conducted or as contemplated to be conducted as of the Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Acquiror or Merger Sub or the ability of Acquiror or Merger Sub to enter into and perform their obligations under this Agreement.

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(b) Except for Merger Sub and the transactions contemplated by this Agreement and the Ancillary Agreements, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, Acquiror has no material interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.

(c) Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.

(d) As of the date of this Agreement and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Acquiror nor Merger Sub are party to any Contract with any other Person that would require payments by Acquiror or any of its Subsidiaries after the date hereof in excess of $100,000 in the aggregate with respect to any individual Contract, other than Acquiror Transaction Expenses. As of the date of this Agreement, there are no amounts outstanding under any Working Capital Loans.

Section 5.17. Stock Market Quotation. The Acquiror Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the Nasdaq under the symbol “KVSA.” Acquiror is in compliance in all material respects with the rules of Nasdaq and, as of the date hereof, there is no Action or proceeding pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or terminate the listing of Acquiror Class A Common Stock on Nasdaq. None of Acquiror, Merger Sub or their respective Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Class A Common Stock under the Exchange Act except as contemplated by this Agreement.

Section 5.18. Registration Statement, Proxy Statement and Proxy Statement/Registration Statement. On the effective date of the Registration Statement, the Registration Statement, and when first filed in accordance with Rule 424(b) and/or filed pursuant to Section 14A, the Proxy Statement and the Proxy Statement/Registration Statement (or any amendment or supplement thereto), shall comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. On the effective date of the Registration Statement, the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. On the date of any filing pursuant to Rule 424(b) and/or Section 14A, the date the Proxy Statement/Registration Statement and the Proxy Statement, as

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applicable, is first mailed to the Acquiror Stockholders and certain of the Company’s stockholders, as applicable, and at the time of the Acquiror Stockholders’ Meeting, the Proxy Statement/Registration Statement and the Proxy Statement, as applicable (together with any amendments or supplements thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that Acquiror makes no representations or warranties as to the information contained in or omitted from the Registration Statement, Proxy Statement or the Proxy Statement/Registration Statement in reliance upon and in conformity with information furnished in writing to Acquiror by or on behalf of the Company Parties specifically for inclusion in the Registration Statement, Proxy Statement or the Proxy Statement/Registration Statement.

Section 5.19. No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Acquiror and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Acquiror has made its own investigation of the Company Parties and that none of the Company Parties or any of their Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company Parties in Article IV and in the Ancillary Agreements to which a Company Party is or will be a party, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company Parties or their Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Acquiror or its representatives) or reviewed by Acquiror pursuant to the Confidentiality Agreement) or management presentations that have been or shall hereafter be provided to Acquiror or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company Parties, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV or any Ancillary Document to which a Company Party is or will be a party.

Section 5.20. No Additional Representation or Warranties. Except as provided in this Article V and in the Ancillary Documents to which Acquiror or Merger Sub are party, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company Parties or their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company Parties or their Affiliates.

ARTICLE VI

COVENANTS OF THE COMPANY PARTIES

Section 6.1. Conduct of Business. From the date of this Agreement through the earlier of the Closing or valid termination of this Agreement pursuant to Article X (the “Interim Period”), the Company Parties shall, and shall cause their Subsidiaries to, except (i) as required by this Agreement or the Ancillary Agreements, (ii) as required by applicable Law (including COVID-19 Measures), or (iii) as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), operate the business of the Company Parties in the ordinary course consistent with past practice and use commercially reasonable efforts to (A) preserve intact in all material respects the current business organization and ongoing businesses of the Company Parties and their Subsidiaries, taken as a whole, (B)

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maintain the existing material business relations of the Company Parties and their Subsidiaries, and (C) not terminate (other than for cause) the employment of present officers and management employees; provided, that, notwithstanding anything to the contrary in this Agreement, the Company Parties or any of their Subsidiaries may take any commercially reasonable action in good faith to mitigate the risk to the Company Parties and their Subsidiaries of COVID-19 (but only to the extent reasonable and prudent in light of the business of the Company Parties and their Subsidiaries and, where applicable, the circumstances giving rise to adverse changes in respect of COVID-19 or the COVID-19 Measures); provided further, that the Company Parties shall, to the extent practicable, inform Acquiror of any such actions prior to the taking thereof and shall consider in good faith any suggestions or modifications from Acquiror with respect thereto. Without limiting the generality of the foregoing, the Company Parties shall not, and shall cause their Subsidiaries not to, except as (u) set forth on Section 6.1 of the Company Disclosure Letter, (v) consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (w) required by this Agreement (including as reasonably required in connection with the Pre-Closing Restructuring Plan) or the Ancillary Agreements, (x) required by Law (including COVID-19 Measures), (y) in connection with a Permitted Transaction or (z) in the ordinary course of business of the Company Parties (in the case of this clause (z), other than with respect to subsections (a), (b), (c), (d), (g), clauses (i), (iii) and (iv) of (h), (i), clause (i) of (j), (o), (s) and (t) below):

(a) change, waive or amend the Governing Documents of the Company Parties or any of their Subsidiaries or form or cause to be formed any new Subsidiary of the Company Parties;

(b) make, declare, set aside, establish a record date for or pay any dividend or distribution to the equityholders of the Company Parties or make any other distributions in respect of any of the equity interests of the Company Parties;

(c) split, combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of the Company Parties’ or any of their Subsidiaries’ capital stock or equity interests, except for any such transaction by a wholly owned Subsidiary of the Company that remains a wholly owned Subsidiary of the Company after consummation of such transaction;

(d) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, membership interests or other equity interests of any Company Party or any of their Subsidiaries, except for (i) the acquisition by any Company Party or any of their Subsidiaries of any shares of capital stock, membership interests or other equity interests of the Company Parties or their Subsidiaries in connection with the forfeiture or cancellation of such interests and (ii) transactions between Company Holdco and any wholly owned Subsidiary of Company Holdco or between wholly owned Subsidiaries of Company Holdco;

(e) enter into, amend, modify or terminate (other than expiration in accordance with its terms) any Contract of a type required to be listed on Section 4.12(a) of the Company Disclosure Letter, or any Real Property Lease

(f) sell, assign, transfer, convey, lease or otherwise dispose of, or subject to a Lien (other than a Permitted Lien), any material tangible assets or properties of the Company Parties or their Subsidiaries, except for (i) dispositions of obsolete or worthless equipment and (ii) transactions among Company Holdco and its wholly owned Subsidiaries or among its wholly owned Subsidiaries;

(g) acquire any ownership interest in any real property;

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(h) except as otherwise required by Law, Contracts as in effect on the date of this Agreement, or existing Company Benefit Plans, (i) grant or pay any severance (other than severance in the ordinary course of business), retention, special bonus, change in control or termination or similar pay to any employee, officer, manager, director or other individual service provider of the Company Parties or their Subsidiaries, (ii) terminate, furlough or hire any officer, employee, individual independent contractor or other service provider (other than terminations for cause), (iii) terminate, adopt, enter into or materially amend any Company Benefit Plan, (iv) increase the compensation or benefits of any employee, officer, manager, director, independent contractor or other individual service provider, except annual merit or promotion-related increases for non-executive employees in the ordinary course of business consistent with past practice, (v) establish any trust or take any other action to secure the payment of any compensation payable by the Company Parties or any of their Subsidiaries or (vi) take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by the Company Parties or any of their Subsidiaries;

(i) acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the assets of, any corporation, partnership, association, joint venture or other business organization or division thereof;

(j) (i) issue or sell any debt securities or warrants or other rights to acquire any debt securities of any Company Party or any Subsidiary or otherwise incur or assume any Indebtedness in excess of $5,000,000, or (ii) guarantee any Indebtedness of another Person;

(k)(i) make or change any material election in respect of material Taxes, (ii) materially amend or modify any filed material Tax Return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material Taxes, (iv) enter into any closing agreement in respect of material Taxes executed on or prior to the Closing Date or enter into any Tax sharing or similar agreement, (v) settle any claim or assessment in respect of material Taxes or (vi) surrender or allow to expire any right to claim a refund of material Taxes;

(l) take any action where such action could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

(m) issue any additional equity securities of any Company Party or securities exercisable for or convertible into any equity securities of any Company Party, other than the issuance of Company Common Stock or Company Holdco Common Units upon the exercise or settlement of Company Options or Company Holdco Options under the Company Holdco Incentive Plan and applicable award agreement, or grant any additional Company Holdco Awards, Company Awards or other equity or equity-based compensation;

(n) adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company Parties or their Subsidiaries (other than the Pre-Closing Restructuring and the Merger);

(o) waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, Action, litigation or other Legal Proceedings, except in the ordinary course of business or where such waivers, releases, settlements or compromises involve only the payment of monetary damages by the Company Parties in an amount less than $500,000 in the aggregate;

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(p) grant to, or agree to grant to, any Person rights to any Intellectual Property that is material to the Company Parties and their Subsidiaries, or dispose of, abandon or permit to lapse any rights to any Intellectual Property that is material to the Company Parties and their Subsidiaries except for the expiration of Company Registered Intellectual Property in accordance with the applicable statutory term (or in the case of domain names, applicable registration period) or in the reasonable exercise of the Company’s or any of its Subsidiaries’ business judgment as to the costs and benefits of maintaining the item;

(q) disclose any trade secret of any Company Party or any of their Subsidiaries other than pursuant to commercially reasonable obligations to maintain the confidentiality thereof;

(r) make or commit to make capital expenditures in excess of the amount set forth on Section 6.1(r) of the Company Disclosure Letter, in the aggregate;

(s) enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement;

(t) enter into or extend any collective bargaining agreement or similar labor agreement or recognize or certify any labor union, labor organization, or group of employees of any of the Company Parties or their Subsidiaries as the bargaining representative for any employees of any of the Company Parties or their Subsidiaries;

(u) terminate without replacement any License material to the conduct of the business of the Company Parties and their Subsidiaries, taken as a whole;

(v) waive the restrictive covenant obligations of any current or former director, manager, officer, employee or other service provider of any Company Party or any of their Subsidiaries;

(w)(i) limit the right of any Company Party or any of their Subsidiaries to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any Person or (ii) grant any exclusive or similar rights to any Person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect the ordinary course operation of the businesses of the Company Parties and their Subsidiaries, taken as a whole;

(x) terminate without replacement or amend in a manner materially detrimental to the Company Parties and their Subsidiaries, taken as a whole, any insurance policy insuring the business of any Company Party or any of their Subsidiaries; or

(y) enter into any agreement to do any action prohibited under this Section 6.1.

Nothing contained in this Section 6.1 shall give Acquiror, directly or indirectly the right to control the operations of the Company Parties or any of their Subsidiaries prior to the Closing Date. Prior to the Closing Date, each of Acquiror and the Company Parties shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

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Section 6.2. Inspection. Subject to confidentiality obligations that may be applicable to information furnished to the Company Parties or any of their Subsidiaries by third parties that may be in the Company Parties’ or any of their Subsidiaries’ possession from time to time (and for the avoidance of doubt, Acquiror shall not be deemed an agent or representative of the Company Parties for purposes of such Contracts), and except for any information that is subject to attorney-client privilege, work-product doctrine or similar privilege, the disclosure of which would, on the advice of legal counsel to the Company Parties, result in the loss of such privilege (provided that, to the extent reasonably practicable, the parties shall cooperate in good faith to permit disclosure of any such information in a manner that would not violate such obligation or privilege), and in each case to the extent permitted by applicable Law (including, without limitation, Privacy Laws and COVID-19 Measures), during the Interim Period, the Company Parties shall, and shall cause their Subsidiaries to, afford to Acquiror and its accountants, counsel and other representatives reasonable access (including for the purpose of coordinating transition planning for employees), during normal business hours and with reasonable advance notice, in such manner as to not materially interfere with the ordinary course of business of the Company Parties and their Subsidiaries, to all of their respective properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of the Company Parties and their Subsidiaries, and shall furnish such representatives with all financial and operating data and other information concerning the affairs of the Company Parties and their Subsidiaries as such representatives may reasonably request; provided, that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company Parties or their Subsidiaries without the prior written consent of the Company Parties. All information obtained by Acquiror, Merger Sub or their respective representatives pursuant to this Section 6.2 shall be subject to the Confidentiality Agreement.

Section 6.3. Preparation and Delivery of Additional Company Financial Statements

(a) The Company Parties shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, audited consolidated balance sheets and statements of operations and comprehensive loss, members’ (deficit) earnings and cash flows of Company Holdco and its Subsidiaries as of and for the year ended December 31, 2020 together with the auditor’s reports thereon (the “2020 Audited Financial Statements”) and any pro forma financial statements that are required to be included in the Proxy Statement / Registration Statement, in each case, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such 2020 Audited Financial Statements, such financial statements shall be deemed “Audited Financial Statements” for the purposes of this Agreement and the representation and warranties set forth in Section 4.8 shall be deemed to apply to such Audited Financial Statements with the same force and effect as if made as of the date of this Agreement.

(b) The Company Parties shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, the unaudited consolidated balance sheets and statements of operations and comprehensive loss, members’ (deficit) earnings and cash flows of Company Holdco and its Subsidiaries as of and for the three-month period ending March 31, 2021 (the “Q1 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q1 Financial Statements, the representations and warranties set forth in shall be deemed to apply to the Q1 Financial Statements with the same force and effect as if made as of the date of this Agreement.

(c) If the Effective Time has not occurred prior to August 5, 2021, and this Agreement has not been earlier terminated pursuant to Article X, then on or prior to such date, the Company Parties shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, members’ (deficit) earnings and cash flows of Company Holdco and its Subsidiaries as of and for the three- and six-month period ended June 30, 2021 (the “Q2 Financial

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Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q2 Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q2 Financial Statements in the same manner as the Q1 Financial Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement.

(d) If the Effective Time has not occurred prior to November 5, 2021, and this Agreement has not been earlier terminated pursuant to Article X, then on or prior to such date, the Company Parties shall deliver to Acquiror the unaudited consolidated balance sheets and statements of operations and comprehensive loss, members’ (deficit) earnings and cash flows of Company Holdco and its Subsidiaries as of and for the three- and nine-month period ended September 30, 2021, together with the auditor’s reports thereon (the “Q3 Financial Statements”); provided, that upon delivery of such Q3 Financial Statements, the representation and warranties set forth in Section 4.8 shall be deemed to apply to the Q3 Financial Statements in the same manner as the Q1 Financial Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement.

(e) The Company Parties shall use their reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of any Company Party or Company Party Subsidiary, Acquiror in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy Statement / Registration Statement and any other filings to be made by Acquiror with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Agreement and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

Section 6.4. Affiliate Agreements . All Affiliate Agreements set forth on Section 6.4 of the Company Disclosure Letter shall be terminated or settled at or prior to the Closing without further liability to Acquiror, the Company Parties or any of their Subsidiaries.

Section 6.5. Pre-Closing Restructuring . Prior to the Closing, the Company Parties and their Subsidiaries shall take all such actions as are reasonably necessary so that the Pre-Closing Restructuring shall have been fully consummated no later than one (1) Business Day prior to the Closing Date in accordance with the terms and subject to the conditions set forth on Section 6.5 of the Company Disclosure Letter (the “Pre-Closing Restructuring Plan”); provided that, prior to taking any action to effect and consummate such Pre-Closing Restructuring Plan, the Company Parties shall provide Acquiror a reasonable opportunity to review and comment on any documentation to effect such Pre-Closing Restructuring Plan and the Company Parties shall consider in good faith any reasonable comments on such documentation provided by Acquiror prior to consummating the Pre-Closing Restructuring Plan.

Section 6.6. Acquisition Proposals . During the Interim Period, the Company Parties and their Subsidiaries shall not, and shall direct their representatives not to, directly or indirectly (i) initiate any negotiations with any Person with respect to, or provide any non-public information or data concerning any Company Party or any of their Subsidiaries to any Person relating to, an Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of any Company Party or any of their Subsidiaries in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort

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or attempt by any Person to make an Acquisition Proposal. The Company Parties also agree that immediately following the execution of this Agreement they shall, and shall cause their representatives acting on their behalf, to cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective representatives) conducted heretofore in connection with an Acquisition Proposal.

ARTICLE VII

COVENANTS OF ACQUIROR

Section 7.1. Employee Matters.

(a) Equity Plans. Prior to the Closing Date, Acquiror shall approve and adopt (i) the incentive equity plan in the form attached hereto as Exhibit D (with such changes as may be agreed by Acquiror and the Company Parties) (the “Incentive Equity Plan”) and (ii) the employee stock purchase plan attached hereto as Exhibit E (with such changes as may be agreed by Acquiror and the Company Parties) (the “ESPP”). The Incentive Equity Plan shall provide for an initial aggregate share reserve available for issuance at the Closing in an amount equal to 10% of the number of outstanding shares of Acquiror Class A Common Stock as of the Closing (determined on an as-converted basis as of the Closing with respect to Acquiror Class B Common Stock and Acquiror Class K Common Stock and including all shares of Acquiror Class A Common Stock issued or issuable upon exercise, settlement or conversion of Acquiror Options and Adjusted Restricted Stock Awards issued and outstanding). The ESPP shall provide for an initial aggregate share reserve thereunder equal to 2% of the number of outstanding shares of Acquiror Class A Common Stock as of the Closing (determined on an as-converted basis as of the Closing with respect to Acquiror Class B Common Stock and Acquiror Class K Common Stock and including all shares of Acquiror Class A Common Stock issued or issuable upon exercise, settlement or conversion of Acquiror Options and Adjusted Restricted Stock Awards issued and outstanding). Following the Effective Time, Acquiror shall file an effective registration statement on Form S-8 (or other applicable form, including Form S-3) with respect to the Acquiror Class A Common Stock issuable under the Incentive Equity Plan and/or the ESPP, and Acquiror shall use commercially reasonable efforts to maintain the effectiveness of such registration statement(s) for so long as awards granted pursuant to the Incentive Equity Plan or acquired under the ESPP remain outstanding.

(b) No Third-Party Beneficiaries. Notwithstanding anything herein to the contrary, each of the parties to this Agreement acknowledges and agrees that all provisions contained in this Section 7.1 are included for the sole benefit of Acquiror and the Company Parties, and that nothing in this Agreement, whether express or implied, (i) shall be construed to establish, amend, or modify any employee benefit plan, program, agreement or arrangement, (ii) shall limit the right of Acquiror, the Company Parties or their respective Affiliates to amend, terminate or otherwise modify any Company Benefit Plan or other employee benefit plan, agreement or other arrangement following the Closing Date, or (iii) shall confer upon any Person who is not a party to this Agreement (including any equityholder, any current or former director, manager, officer, employee or independent contractor of any Company Party, or any participant in any Company Benefit Plan or other employee benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof)), any right to continued or resumed employment or recall, any right to compensation or benefits, or any third-party beneficiary or other right of any kind or nature whatsoever.

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Section 7.2. Trust Account Proceeds and Related Available Equity. Upon satisfaction, or to the extent permitted by applicable Law, waiver of the conditions set forth in Article IX and provision of notice thereof to the Trustee (which notice Acquiror shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Acquiror (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall take all appropriate measures to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Acquiror Stockholders pursuant to the Acquiror Stockholder Redemptions, and (2) pay all remaining amounts then available in the Trust Account to Acquiror for immediate use, subject to this Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 7.3. Listing. From the date hereof through the Effective Time, Acquiror shall use reasonable best efforts to ensure Acquiror remains listed as a public company on Nasdaq, and prior to the Effective Time shall prepare and submit to Nasdaq a listing application (the “Listing Application”), if required under Nasdaq rules, covering the shares of Acquiror Class A Common Stock issuable in the Merger, and shall obtain approval for the listing of such shares of Acquiror Class A Common Stock and the Company Parties shall reasonably cooperate with Acquiror with respect to such listing. Acquiror shall use its reasonable best efforts to cause: (a) the Listing Application to have been approved by Nasdaq: (b) Acquiror to satisfy all applicable initial and continuing listing requirements of Nasdaq; and (c) the Registration Statement Securities, to be approved for listing on Nasdaq with the trading ticker “VH” (or such other symbol designated by the Company), in each case, as of immediately following the Effective Time, and in each of case (a), (b) and (c), the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with Acquiror with respect thereto.

Section 7.4. No Solicitation by Acquiror. During the Interim Period, Acquiror shall not, and shall cause its Subsidiaries not to, and Acquiror shall instruct its and their representatives, not to, (i) make any proposal or offer that constitutes a Business Combination Proposal, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination Proposal or (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, in each case, other than to or with Company Holdco and its respective representatives. From and after the date hereof, Acquiror shall, and shall instruct its officers and directors to, and Acquiror shall instruct and cause its representatives, its Subsidiaries and their respective representatives to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to a Business Combination Proposal (other than Company Holdco and its representatives). For certainty, this Section 7.4 shall not restrict or prevent any officer, director or Affiliate of Acquiror or Sponsor from taking any of the foregoing actions with respect to any proposed transaction unrelated to Acquiror (in the case of officers and directors, not in their capacities as such).

Section 7.5. Acquiror Conduct of Business.

(a) During the Interim Period, Acquiror shall, and shall cause Merger Sub to, except (i) as contemplated by this Agreement (including as contemplated by the PIPE Investment) or the Ancillary Agreements, (ii) as required by applicable Law (including COVID-19 Measures), or (iii) as consented to by Company Holdco or the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), use its reasonable best efforts to operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, Acquiror and Merger Sub shall not except as (x) consented to by any Company Party in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (y) contemplated by this Agreement (including as contemplated by the PIPE Investment), the Ancillary Agreements or the Forward Purchase Agreement, or (z) required by applicable Law (including COVID-19 Measures):

(i) seek any approval from the Acquiror Stockholders to adopt any amendments, supplements, restatements or modifications to the Trust Agreement or the Governing Documents of Acquiror or Merger Sub, except as contemplated by the Transaction Proposals;

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(ii) (A) make, declare, set aside, establish a record date for or pay any dividend or distribution to the stockholders of Acquiror or make any other distributions in respect of any of Acquiror’s or Merger Sub Capital Stock, share capital or equity interests, (B) split, combine, reclassify or otherwise amend any terms of any shares or series of Acquiror’s or Merger Sub Capital Stock or equity interests, or (C) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, share capital or membership interests, warrants or other equity interests of Acquiror or Merger Sub, other than a redemption of shares of Acquiror Class A Common Stock made as part of the Acquiror Stockholder Redemptions;

(iii)(A) make or change any material election in respect of material Taxes, (B) amend, modify or otherwise change any filed material Tax Return, (C) adopt or request permission of any taxing authority to change any accounting method in respect of material Taxes, (D) enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement or (E) settle any claim or assessment in respect of material Taxes, (F) surrender or allow to expire any right to claim a refund of material Taxes;

(iv) take any action where such action could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

(v) other than as expressly required by the Sponsor Support Agreement or the Forward Purchase Agreement, enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror or Merger Sub (including, for the avoidance of doubt, (x) the Sponsor and (y) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

(vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company Parties or any of their Subsidiaries or guaranty any debt securities of another Person, other than indebtedness for borrowed money or guarantees (A) incurred in the ordinary course of business consistent with past practice and in an aggregate amount not to exceed $100,000, (B) pursuant to any Working Capital Loans, (C) incurred between Acquiror and Merger Sub, or (D) in respect of an Acquiror Transaction Expense;

(vii) make any loans or advances to, or capital contributions in, any other Person;

(viii) engage in any activities or business, other than activities or business (i) in connection with or incident or related to such Person’s incorporation or continuing corporate existence, (ii) contemplated by, or incident or related to, this Agreement, any Ancillary Agreement, the performance of covenants or agreements hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or (iii) those that are administrative or ministerial;

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(ix) waive, release, compromise, settle or satisfy any (A) pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or (B) any other Legal Proceeding;

(x) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution;

(xi) enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement;

(xii) change its methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards or SEC guidance;

(xiii)(A) issue any Acquiror Securities or securities exercisable for or convertible into Acquiror Securities, other than the issuance of the Aggregate Merger Consideration and issuances pursuant to the PIPE Investment and Forward Purchase Agreement, (B) grant any options, warrants or other equity-based awards with respect to Acquiror Securities not outstanding on the date hereof; or

(xiv) enter into any agreement to do any action prohibited under this Section 7.5.

(b) During the Interim Period, Acquiror shall, and shall cause its Subsidiaries (including Merger Sub) to comply with, and continue performing under, as applicable, Acquiror’s Governing Documents and the Trust Agreement.

Nothing contained in this Section 7.5 shall give to the Company Parties, directly or indirectly, the right to control or direct the operations of Acquiror prior to the Closing Date. Prior to the Closing Date, each of Acquiror and the Company Parties shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

Section 7.6. Post-Closing Directors and Officers of Acquiror. Subject to the terms of the Acquiror’s Governing Documents, Acquiror shall take all such action within its power as may be necessary or appropriate such that immediately following the Effective Time:

(a) the Board of Directors of Acquiror shall consist of (i) Samir Kaul (as designated by Acquiror) and (ii) individuals to be designated by the Company Parties as directors, subject to requirements of Nasdaq, pursuant to written notice to Acquiror as soon as reasonably practicable following the date of this Agreement;

(b) the Board of Directors of Acquiror shall have a majority of “independent” directors for the purposes of Nasdaq, each of whom shall serve in such capacity in accordance with the terms of the Acquiror’s Governing Documents following the Effective Time; and

(c) the initial officers of Acquiror shall be as set forth on Section 2.6 of the Company Disclosure Letter, who shall serve in such capacity in accordance with the terms of Acquiror’s Governing Documents following the Effective Time.

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Section 7.7. Inspection. Subject to confidentiality obligations that may be applicable to information furnished to Acquiror by third parties that may be in Acquiror’s or any of its Subsidiaries’ possession from time to time, and except for any information that is subject to attorney-client privilege, work-product doctrine or similar privilege, the disclosure of which would, on the advice of legal counsel to Acquiror, result in the loss of such privilege (provided that, to the extent reasonably possible, the parties shall cooperate in good faith to permit disclosure of any such information in a manner that would not violate such obligation or privilege), and in each case to the extent permitted by applicable Law (including, without limitation, Privacy Laws and COVID-19 Measures), during the Interim Period, Acquiror and its Subsidiaries shall afford to the Company Parties and their accountants, counsel and other representatives reasonable access (including for the purpose of coordinating transition planning for employees), during normal business hours and with reasonable advance notice, in such manner as to not materially interfere with the ordinary course of business of Acquiror and its Subsidiaries, to all of their respective properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of Acquiror and its Subsidiaries, and shall furnish such representatives with all financial and operating data and other information concerning the affairs of Acquiror and its Subsidiaries as such representatives may reasonably request. All information obtained by the Company Parties or their respective representatives pursuant to this Section 7.7 shall be subject to the Confidentiality Agreement. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require Acquiror to furnish any such information of, or access to, the Sponsor or any of its Affiliates, including any affiliated investment funds or any portfolio company (as such term is commonly understood in the private equity industry) of the Sponsor or any of its Affiliates.

Section 7.8. Indemnification and Insurance.

(a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director, manager and officer of the (x) the Company Parties and each of their Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company Parties being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company Parties, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company Parties’, Acquiror’s and their respective Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company Parties, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

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(b) Acquiror shall purchase at or prior to the Closing and shall maintain or cause to be maintained in effect for a period of six (6) years after the Effective Time, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of the Acquiror as of the date of this Agreement with respect to matters occurring on or prior to the Effective Time (the “Acquiror D&O Tail Policy”). The Acquiror D&O Tail Policy shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under the Acquiror’s directors’ and officers’ liability insurance policies as of the date of this Agreement; provided that the premium for the Acquiror D&O Tail Policy shall not be in excess of 350% of the most recent premium paid by the Acquiror prior to the date of this Agreement. In the event that the premium for the Acquiror D&O Tail Policy exceeds 350% of the most recent premium paid by the Acquiror prior to the date of this Agreement, the Acquiror shall purchase the maximum coverage available for 350% of the most recent premium paid by the Acquiror prior to the date of this Agreement.

(c) The Company shall purchase at or prior to the Closing and the Acquiror shall maintain or cause to be maintained in effect for a period of six (6) years after the Effective Time, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of the Company as of the date of this Agreement with respect to matters occurring on or prior to the Effective Time (the “Company D&O Tail Policy”). The Company D&O Tail Policy shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under the Company’s directors’ and officers’ liability insurance policies as of the date of this Agreement; provided that the Company shall not be obligated to pay a premium for the Company D&O Tail Policy in excess of 350% of the most recent annual premium paid by the Company prior to the date of this Agreement. In the event that the premium for the Company D&O Tail Policy exceeds 350% of the most recent annual premium paid by the Company prior to the date of this Agreement, the Company may purchase the maximum coverage available for 350% of the most recent annual premium paid by the Company prior to the date of this Agreement. Notwithstanding the foregoing in this Section 7.8(c), the Acquiror in its sole discretion, in lieu of the Company purchasing the Company D&O Tail Policy, may maintain for a period of six (6) years after the Effective Time, without lapses in coverage, directors’ and officers’ liability insurance coverage for the benefit of those Persons who are currently covered by any comparable insurance policies of the Company as of the date of this Agreement with respect to matters occurring on or prior to the Effective Time (and if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 7.8(c) shall be continued in respect of such claim until the final disposition thereof).

(d) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.8 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on Acquiror and all successors and assigns of Acquiror. In the event that Acquiror or any of its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Acquiror shall ensure that proper provision shall be made so that the successors and assigns of Acquiror shall succeed to the obligations set forth in this Section 7.8.

(e) On the Closing Date, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to each of the Company Parties and Acquiror with the post-Closing directors and officers of Acquiror, which indemnification agreements shall continue to be effective following the Closing.

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(f) The parties acknowledge and agree that the D&O Indemnified Parties shall be intended third party beneficiaries of this Section 7.8.

Section 7.9. Acquiror Public Filings. From the date hereof through the Effective Time, Acquiror shall use reasonable best efforts to keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws.

Section 7.10. PIPE Subscriptions; Forward Purchase Agreement. Unless otherwise approved in writing by any Company Party (which approval shall not be unreasonably withheld, conditioned or delayed), Acquiror shall not permit any amendment or modification (other than changes to a Subscription Agreement that are solely ministerial and non-economic de minimis changes) to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of the Forward Purchase Agreement or any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement or Forward Purchase Agreement, as applicable, remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of shares of Acquiror Class A Common Stock contemplated thereby. Subject to the immediately preceding sentence and in the event that all conditions in the Subscription Agreements and the Forward Purchase Agreement, as applicable, have been satisfied, Acquiror shall use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the Subscription Agreements and the Forward Purchase Agreement on the terms described therein, including using its reasonable best efforts to enforce its rights (a) under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Acquiror the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms and (b) under the Forward Purchase Agreement to cause the Sponsor to pay (or as directed by) Acquiror the applicable purchase price under the Forward Purchase Agreement in accordance with its terms. Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) of the receipt of any request from a PIPE Investor for an amendment to any Subscription Agreement or from the Sponsor for any amendment to the Forward Purchase Agreement (other than changes to a Subscription Agreement or the Forward Purchase Agreement that are solely ministerial and non-economic de minimis changes); (ii) of any breach or default to the knowledge of Acquiror (or any event or circumstance that, to the knowledge of the Acquiror, with or without notice, lapse of time or both, would give rise to any breach or default) by any party to any Subscription Agreement or Forward Purchase Agreement; (iii) of the receipt by the Acquiror of any written notice or other written communication with respect to any actual or potential threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation of the Subscription Agreement or the Forward Purchase Agreement; and (iv) if Acquiror does not expect to receive all or any portion of the applicable purchase price under any PIPE Investor’s Subscription Agreement or Forward Purchase Agreement in accordance with its terms.

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ARTICLE VIII

JOINT COVENANTS

Section 8.1. HSR Act; Other Filings.

(a) In connection with the transactions contemplated hereby, each of the Company Parties and Acquiror shall (and, to the extent required, shall cause its Affiliates to) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act. Each of the Company Parties and Acquiror shall substantially comply with any Antitrust Information or Document Requests.

(b) Each of the Company Parties and Acquiror shall (and, to the extent required, shall cause its Affiliates to) request early termination of any waiting period under the HSR Act and exercise its reasonable best efforts to (i) obtain termination or expiration of the waiting period under the HSR Act and (ii) prevent the entry, in any Legal Proceeding brought by an Antitrust Authority or any other Person, of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated hereby.

(c) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Parties and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (ii) cooperate fully with each other in the defense of such matters. To the extent permitted by Law, the Company Parties shall promptly furnish to Acquiror, and Acquiror shall promptly furnish to the Company Parties, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; provided, that none of the parties shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority without the written consent of the other parties. To the extent permitted by Law, the Company Parties agree to provide Acquiror and its counsel, and Acquiror agrees to provide the Company Parties and their counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby.

(d) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require Acquiror or Merger Sub to (i) take, or cause to be taken, any action with respect to the Sponsor or any of its Affiliates, including any affiliated investment funds or any portfolio company (as such term is commonly understood in the private equity industry) of the Sponsor or any of its Affiliates, including selling, divesting or otherwise disposing of, or conveying, licensing, holding separate or otherwise restricting or limiting its freedom of action with respect to, any assets, business, products, rights, licenses or investments, or interests therein, in each case other than with respect to the Acquiror and its Subsidiaries, or (ii) provide, or cause to be provided, nonpublic or other confidential financial or sensitive personally identifiable information of Sponsor, its Affiliates or its or their respective directors, officers, employees, managers or partners, or its or their respective control persons’ or direct or indirect equityholders’ and their respective directors’, officers’, employees’, managers’ or partners’ nonpublic or other confidential financial or sensitive personally identifiable information (in each case, other than such information which may be provided to a Governmental Authority on a confidential basis or in connection with any Antitrust Information or Document Requests, the Registration Statement to the extent requested by the SEC, any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities).

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(e) Each of the Company Parties, on the one hand, and Acquiror, on the other, shall be responsible for and pay 50% of the filing fees payable to the Antitrust Authorities in connection with the transactions contemplated hereby.

Section 8.2. Preparation of Proxy Statement/Registration Statement; Stockholders’ Meeting and Approvals.

(a) Registration Statement and Prospectus.

(i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company Parties shall jointly prepare and Acquiror shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the Acquiror Stockholders relating to the Acquiror Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) Acquiror shall prepare (with the Company Parties’ reasonable cooperation (including causing their Subsidiaries and representatives to cooperate)) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of the shares of Acquiror Class A Common Stock that constitute the Aggregate Merger Consideration (collectively, the “Registration Statement Securities”). Each of Acquiror and the Company Parties shall use its reasonable best efforts to cause the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Acquiror also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby, and the Company Parties shall furnish all information concerning the Company Parties, their Subsidiaries and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Each of Acquiror and the Company Parties agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Registration Statement, any Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Acquiror, Company Holdco or their respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Merger and the other transactions contemplated hereby (the “Offer Documents”). Acquiror will cause the Proxy Statement/Registration Statement to be mailed to the Acquiror Stockholders in each case promptly after the Registration Statement is declared effective under the Securities Act and the Proxy Statement is cleared of any comments under the Exchange Act.

(ii) To the extent permitted by Law, Acquiror will advise the Company Parties, reasonably promptly after Acquiror receives notice thereof, of the time when the Proxy Statement/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the

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Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Registration Statement or for additional information. To the extent permitted by Law, the Company Parties and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Registration Statement and any Offer Document each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company Parties and their counsel. To the extent permitted by Law, Acquiror shall provide the Company Parties and their counsel with any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Registration Statement or Offer Documents promptly after receipt of those comments or other communications and each of the Company Parties and the Acquiror shall, to the extent practicable, cooperate in the preparation of, and mutually agree upon (such agreement not to be unreasonably, withheld or delayed), any written response to comments of the SEC or its staff with respect to the Proxy Statement/Registration Statement or Offer Documents and any amendments filed in response thereto.

(iii) Each of Acquiror and the Company Parties shall use its reasonable best efforts to ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the Proxy Statement will, at the date it is first mailed to the Acquiror Stockholders and at the time of the Acquiror Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

(iv) If at any time prior to the Effective Time any information relating to the Company Parties, Acquiror or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company Parties or Acquiror, which is required or is otherwise reasonably desirable to be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, so that neither of such documents would include any misstatement of a material fact or omitting to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading), the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the Acquiror Stockholders.

(v) The Registration Statement, to the extent permitted by applicable rules and regulations of the SEC, also will register the resale of the shares of Acquiror Class A Common Stock that constitute the Aggregate Merger Consideration, other than certain equity securities issuable under the Incentive Equity Plan that are based on Acquiror Class A Common Stock and constitute a portion of the Aggregate Merger Consideration, which shall instead be registered pursuant to an effective registration statement on Form S-8 (or other applicable form, including Form S-1 or Form S-3) in accordance with Section 7.1(a).

(vi) Each of the Company Parties, on the one hand, and Acquiror, on the other, shall be responsible for and pay 50% of all fees and expenses incurred in connection with the preparation and filing of the Offer Documents, other than the fees and expenses of advisors (which will be borne by the party incurring such fees).

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(b) Acquiror Stockholder Approval. Acquiror shall (i) as promptly as practicable after the date of this Agreement after the Registration Statement is declared effective under the Securities Act, (A) cause the Proxy Statement to be disseminated to Acquiror Stockholders in compliance with applicable Law, (B) solely with respect to the Transaction Proposals, duly give notice of and convene and hold a meeting of its stockholders (the “Acquiror Stockholders’ Meeting”) in accordance with Acquiror’s Governing Documents and applicable Law (including Nasdaq Listing Rule 5620(b)), for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (C) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (ii) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through unanimous approval of its Board of Directors, recommend to its stockholders the (1) the amendment and restatement of Acquiror’s Governing Documents, in substantially the forms attached as Exhibits A and B to this Agreement (the “Amendment Proposal”), (2) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations, (3) approval of the issuance of shares of Acquiror Class A Common Stock in connection with the Merger, PIPE Investment and Forward Purchase Agreement, (4) approval of the adoption by Acquiror of the Incentive Equity Plan and the ESPP described in Section 7.1(a), (5) the election of directors effective as of immediately following the Closing as contemplated by Section 7.6, (6) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (7) adoption and approval of any other proposals as reasonably agreed by Acquiror and Company Holdco to be necessary or appropriate in connection with the transactions contemplated hereby, and (8) adjournment of the Acquiror Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (1) through (8), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the Acquiror Stockholders that they vote in favor of the Transaction Proposals (a “Modification in Recommendation”). Notwithstanding anything in this Section 8.2(b) to the contrary, if, at any time prior to obtaining the Acquiror Stockholder Approval, the Board of Directors of Acquiror determines in good faith, after consultation with its outside legal counsel, that in response to an Intervening Event, the failure to make a Modification in Recommendation would be inconsistent with its fiduciary duties under applicable Law, the Board of Directors of Acquiror may, prior to obtaining the Acquiror Stockholder Approval, make a Modification in Recommendation; provided, however, that Acquiror shall not be entitled to make, or agree or resolve to make, a Modification in Recommendation unless (i) Acquiror delivers to the Company Parties a written notice (an “Intervening Event Notice”) advising the Company Parties that the Board of Directors of Acquiror proposes to take such action and containing the material facts underlying the Board of Director’s determination that an Intervening Event has occurred (it being acknowledged that such Intervening Event Notice shall not itself constitute a breach of this Agreement), and (ii) at or after 5:00 p.m., Pacific time, on the third Business Day immediately following the day on which Acquiror delivered the Intervening Event Notice (such period from the time the Intervening Event Notice is provided until 5:00 p.m. Pacific time on the third Business Day immediately following the day on which Acquiror delivered the Intervening Event Notice, the “Intervening Event Notice Period”), the Board of Directors of Acquiror reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a

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Modification in Recommendation would be inconsistent with its fiduciary duties under applicable Law. If requested by the Company Parties, Acquiror will, and will use its reasonable best efforts to cause its representatives to, during the Intervening Event Notice Period, engage in good faith negotiations with the Company Parties and their representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for a Modification in Recommendation. To the fullest extent permitted by applicable Law, Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals, in each case in accordance with this Agreement, regardless of any Modification in Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Acquiror shall be entitled to postpone or adjourn the Acquiror Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Acquiror Stockholders prior to the Acquiror Stockholders’ Meeting; provided, that the Acquiror Stockholders’ Meeting (x) may not be adjourned to a date that is more than thirty (30) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Acquiror agrees that it shall provide the holders of shares of Acquiror Class A Common Stock the opportunity to elect redemption of such shares of Acquiror Class A Common Stock in connection with the Acquiror Stockholders’ Meeting, as required by Acquiror’s Governing Documents.

(c) Company Holdco Member Approvals. Upon the terms set forth in this Agreement, Company Holdco shall (i) obtain and deliver to Acquiror the Member Approvals (x) in the form of an irrevocable written consent (the “Written Consent”) executed by each of the Requisite Members (pursuant to the Member Support Agreement) promptly following the time at which the Registration Statement shall have been declared effective under the Securities Act and delivered or otherwise made available to stockholders (and in any event within three (3) Business Days after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to members), and (y) in accordance with the terms and subject to the conditions of Company Holdco’s Governing Documents, and (ii) take all other action necessary or advisable to secure the Member Approvals as soon as practicable after the Registration Statement is declared effective (and in any event within three (3) Business Days after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to members) and, if applicable, any additional consents or approvals of its members related thereto, including enforcing the Member Support Agreement.

Section 8.3. Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, Acquiror and the Company Parties shall each, and each shall cause its Subsidiaries to (a) use reasonable best efforts to obtain all material consents and approvals of third parties (including any Governmental Authority) that any of Acquiror, the Company Parties or their respective Affiliates are required to obtain in order to consummate the Merger, and (b) take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable and in accordance with all applicable Law.

Section 8.4. Section 16 Matters. Prior to the Effective Time, each of the Company Parties and Acquiror shall take all reasonable steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of shares of the Company Common Stock or acquisitions of shares of Acquiror Common Stock (including, in each case, securities deliverable upon exercise, vesting or settlement of any derivative securities) resulting from the transactions contemplated hereby by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the transactions contemplated hereby to be exempt under Rule 16b-3 promulgated under the Exchange Act.

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Section 8.5. Cooperation; Consultation.

(a) Prior to Closing, each of the Company Parties and Acquiror shall, and each of them shall cause its respective Subsidiaries (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the parties mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such financing by the Company Parties or Acquiror shall be subject to the parties’ mutual agreement), including (if mutually agreed by the parties and subject to COVID-19 Measures) (a) by providing such information and assistance as the other party may reasonably request, (b) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence, and (c) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company Parties and their Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company Parties, Acquiror, or their respective auditors.

(b) From the date of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Closing Date, Acquiror shall use its reasonable best efforts to, and shall instruct its financial advisors to, keep the Company Parties and their financial advisors reasonably informed with respect to the PIPE Investment during such period and consider in good faith any feedback from the Company Parties or their financial advisors with respect to such matters.

Section 8.6. Stockholder Litigation. From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, Acquiror, on the one hand, and the Company Parties, on the other hand, shall each notify the other promptly after learning of any stockholder demand (or threat thereof) or other stockholder or equityholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Company Parties, as applicable, threatened in writing against (a) in the case of Acquiror, Acquiror, any of Acquiror’s controlled Affiliates or any of their respective officers, directors, employees or stockholders (in their capacity as such) or (b) in the case of the Company Parties, the Company Parties, any of their Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or stockholders (in their capacity as such). Acquiror and the Company Parties shall each (w) keep the other reasonably informed regarding any Transaction Litigation, (x) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (y) consider in good faith the other’s advice with respect to any such Transaction Litigation and (z) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (A) the Company Parties, any of the Company Parties’ Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed) or (B) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company Parties’ prior written consent (not to be unreasonably withheld, conditioned or delayed).

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Section 8.7. Stockholder Approval.

(a) Promptly after the signing of this Agreement, and in any event with one (1) Business Day, Acquiror shall deliver to the Company Parties a stockholder written consent signed by Acquiror, as sole stockholder of Merger Sub, in favor of the approval and adoption of this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby.

(b) Promptly after the signing of this Agreement, and in any event within twenty-five (25) days of the date of this Agreement, the Company Parties shall deliver to Acquiror (i) a stockholder written consent signed by Company Holdco, as sole stockholder of the Company, or (ii) evidence of approval by Company Holdco, as sole stockholder of the Company, at a duly held meeting of the stockholders of the Company, in each case, in favor of the approval and adoption of this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby.

ARTICLE IX

CONDITIONS TO OBLIGATIONS

Section 9.1. Conditions to Obligations of Acquiror, Merger Sub, and the Company. The obligations of Acquiror, Merger Sub and the Company Parties to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which, if permitted by applicable Law, may be waived in writing by all of such parties:

(a) The Acquiror Stockholder Approval shall have been obtained with respect to the Transaction Proposals described in clauses (1) through (3), (6) and (7) of Section 8.2(b);

(b) The Member Approvals shall have been obtained;

(c) The Proxy Statement/Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy Statement/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

(d) All required filings under the HSR Act shall have been completed, and the waiting period or periods (or any extension thereof) under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or been terminated;

(e) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby;

(f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated hereby, including the exercise of the Acquiror Stockholder Redemptions in accordance with Acquiror’s Governing Documents, the PIPE Investment, and the Forward Purchase Agreement;

(g) The Pre-Closing Restructuring shall have been completed no later than one (1) Business Day prior to the Closing Date in accordance with the Pre-Closing Restructuring Plan; and

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(h) The shares of Acquiror Class A Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq, and, immediately following the Effective Time, Acquiror shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Acquiror shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time.

Section 9.2. Conditions to Obligations of Acquiror and Merger Sub. The obligations of Acquiror and Merger Sub to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following additional conditions, any one or more of which, if permitted by applicable Law, may be waived in writing by Acquiror and Merger Sub:

(a) (i) The representations and warranties of the Company Parties contained in the first sentence of Section 4.6(a) shall be true and correct in all respects, other than for de minimis inaccuracies, as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects, other than for de minimis inaccuracies, at and as of such date, (ii) the Company Fundamental Representations (other than the first sentence of Section 4.6(a)) shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, and (iii) each of the representations and warranties of the Company Parties contained in this Agreement other than the Company Fundamental Representations (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case in this clause (iii), where the failure of any such representation to be so true and correct has not had, and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect;

(b) Each of the covenants of the Company Parties required by this Agreement and the Ancillary Agreements to be performed or complied with as of or prior to the Closing shall have been performed or complied with by the Company Parties in all material respects; and

(c) The Company Parties shall have delivered, or caused to be delivered, to Acquiror the documents set forth in Section 2.4(a).

Section 9.3. Conditions to the Obligations of the Company. The obligation of the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following additional conditions, any one or more of which, if permitted by applicable Law, may be waived in writing by the Company:

(a)(i) The representations and warranties of Acquiror contained in the first and second sentence of Section 5.12(a) shall be true and correct in all respects, other than for de minimis inaccuracies, as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects, other than for de minimis inaccuracies, at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement, (ii) the representations and warranties of Acquiror and Merger Sub contained in Section 5.1, Section 5.2, Section 5.3(a), Section 5.12 (other than the first and

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second sentence of Section 5.12(a)) and Section 5.13 shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties that speak as of an earlier date, which representations and warranties shall be true in all material respects at and as of such date, and (iii) each of the representations and warranties of Acquiror contained in this Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for in each case in this clause (iii), where the failure of any such representation to be so true and correct, has not had and would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect;

(b) Each of the covenants and agreements of Acquiror required by this Agreement and the Ancillary Agreements to be performed or complied with as of or prior to the Closing shall have been performed or complied with by Acquiror in all material respects;

(c) At the Closing, there will be no facts, events or circumstances that would prevent the Board of Directors of Acquiror immediately following the Closing from being compromised of the individuals determined pursuant to Section 7.6;

(d) The certificate of incorporation of Acquiror and bylaws of Acquiror shall have been amended and restated to be substantially in the forms of Exhibit A (the “Amended and Restated Certificate of Incorporation”) and Exhibit B, respectively, attached hereto;

(e) Acquiror shall have delivered, or caused to be delivered, to the Company Parties the documents set forth in Section 2.4(b);

(f) The Anti-Dilution Waiver (as defined in the Sponsor Support Agreement) shall be in full force and effect;

(g) The amount of (i) immediately available cash in the Trust Account following the Acquiror Stockholders’ Meeting, after deducting the amount required to satisfy the Acquiror Stockholder Redemption Amount (but prior to payment of any Acquiror Transaction Expenses or Transaction Expenses, as contemplated by Section 11.6), plus (ii) the PIPE Investment Amount actually received by Acquiror prior to or substantially concurrently with the Closing, plus (iii) the aggregate amount of cash that has been funded to and remains with Acquiror pursuant to the Forward Purchase Agreement, as applicable, shall be equal to or greater than $450,000,000; and

(h) The Acquiror Stockholder Approval shall have been obtained with respect to the Transaction Proposals described in clauses (4) and (5) (solely with respect to the directors designed by the Company Parties pursuant to Section 7.6(a)).

ARTICLE X

TERMINATION/EFFECTIVENESS

Section 10.1. Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned:

(a) by mutual written consent of the Company Parties and Acquiror;

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(b) by written notice by either the Company Parties or Acquiror if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which has become final and nonappealable and has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger;

(c) by written notice by either the Company Parties or Acquiror if the Acquiror Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the Acquiror Stockholders’ Meeting duly convened therefor or at any adjournment or postponement thereof;

(d) by written notice by either the Company Parties or Acquiror if the Closing has not occurred on or before December 9, 2021 (the “Agreement End Date”); provided, that (i) the right to terminate this Agreement pursuant to this Section 10.1(d) shall not be available to the Company Parties if the Company Parties’ breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transaction contemplated by this Agreement on or before the Agreement End Date, and (ii) the right to terminate this Agreement pursuant to this Section 10.1(d) shall not be available to Acquiror if Acquiror’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transaction contemplated by this Agreement on or before the Agreement End Date;

(e) by written notice to the Company Parties from Acquiror if there is any breach of any representation, warranty, covenant or agreement on the part of the Company Parties set forth in this Agreement, such that the conditions specified in Section 9.2(a) or Section 9.2(b) would not be satisfied at the Closing (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable by the Company Parties, then, for a period of up to thirty (30) days (or such shorter period of time that remains between the date Acquiror provides written notice of such breach and the Agreement End Date) after receipt by the Company Parties of notice from Acquiror of such breach, but only as long as the Company Parties exercise reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period (provided, however, that Acquiror may not terminate this Agreement pursuant to this Section 10.1(e) if Acquiror is in material breach hereof so as to prevent the conditions specified in Section 9.3(a) or Section 9.3(b) from being satisfied);

(f) by written notice to the Company Parties from Acquiror if the Member Approvals shall not have been obtained and delivered to Acquiror within five (5) Business Days after the Registration Statement has been declared effective by the SEC and delivered or otherwise made available to stockholders;

(g) by written notice to Acquiror from the Company Parties if there is any breach of any representation, warranty, covenant or agreement on the part of Acquiror or Merger Sub set forth in this Agreement, such that the conditions specified in Section 9.3(a) or Section 9.3(b) would not be satisfied at the Closing (a “Terminating Acquiror Breach”), except that, if any such Terminating Acquiror Breach is curable by Acquiror, then, for a period of up to thirty (30) days (or such shorter period of time that remains between the date the Company Parties provide written notice of such breach and the Agreement End Date) after receipt by Acquiror of notice from the Company Parties of such breach, but only as long as Acquiror exercises reasonable best efforts to cure such Terminating Acquiror Breach (the “Acquiror Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Acquiror Breach is not cured within the Acquiror Cure Period (provided, however, that the Company Parties may not terminate this Agreement pursuant to this clause Section 10.1(g) if the Company Parties are in material breach hereof so as to prevent the conditions specified in Section 9.2(a) or Section 9.2(b) from being satisfied); or

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(h) by written notice to Acquiror from the Company Parties following a Modification in Recommendation.

Section 10.2. Effect of Termination. In the event of the termination of this Agreement pursuant to Section 10.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its respective Affiliates, officers, directors or stockholders, other than liability of the Company Parties, Acquiror or Merger Sub, as the case may be, for any willful and material breach of any covenant or agreement set forth in this Agreement or actual fraud occurring prior to such termination, except (i) that the provisions of this Section 10.2 and Article XI shall survive such termination of this Agreement and remain valid and binding obligations of the Parties, and (ii) the Confidentiality Agreement shall survive such termination of this Agreement and remain valid and binding obligations of the parties thereto.

ARTICLE XI

MISCELLANEOUS

Section 11.1. Trust Account Waiver. The Company Parties acknowledge that (a) Acquiror is a blank check company with the powers and privileges to effect a Business Combination and (b) they have read the Acquiror SEC Filings (including Acquiror’s final prospectus dated March 3, 2021 (the “Prospectus”)), the Acquiror’s Governing Documents, and the Trust Agreement. The Company Parties further acknowledge that, as described in the Prospectus, substantially all of Acquiror’s assets consist of the cash proceeds of Acquiror’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in the trust account for the benefit of Acquiror, certain of its public stockholders and the underwriters of Acquiror’s initial public offering (the “Trust Account”). The Company Parties acknowledge that they have been advised by Acquiror that, except with respect to interest earned on the funds held in the Trust Account that may be released to Acquiror to pay its franchise Tax, income Tax and similar obligations, the Trust Agreement provides that cash in the Trust Account may be disbursed only in limited circumstances set forth in the Trust Agreement. The Company Parties further acknowledge that, if the transactions contemplated by this Agreement, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by March 8, 2023 or June 8, 2023 if a definitive agreement for another Business Combination is entered into before March 8, 2023, or such later date as approved by the stockholders of Acquiror to complete a Business Combination, Acquiror will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, for and in consideration of Acquiror entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company Parties hereby irrevocably waive any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, Contracts or agreements with Acquiror, including, without limitation, in connection with any willful and material breach by Acquiror of this Agreement, other than for the release of proceeds from the Trust Account upon the consummation of the Merger; provided, that (x) nothing herein shall serve to limit or prohibit the Company Parties’ right to pursue a claim against Acquiror for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Acquiror to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Acquiror Stockholder

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Redemption) in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Acquiror ability to fulfil its obligations to effectuate the Acquiror Stockholder Redemption and (y) nothing herein shall serve to limit or prohibit any claims that the Company Parties may have in the future against Acquiror’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds). This Section 11.1 shall survive the termination of this Agreement for any reason. In the event that either of the Company Parties, any of their Subsidiaries, any of their Affiliates or any of their respective representatives commences any Action against or involving the Trust Account in breach of this Agreement, Acquiror shall be entitled to recover from such Person its legal fees and costs in connection with any such Action.

Section 11.2. Waiver. Any party to this Agreement may, at any time prior to the Closing, by action taken by its Board of Directors, Board of Managers, Managing Member or other officers or Persons thereunto duly authorized, (a) extend the time for the performance of the obligations or acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties (of another party hereto) that are contained in this Agreement or (c) waive compliance by the other parties hereto with any of the agreements or conditions contained in this Agreement, but such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party granting such extension or waiver.

Section 11.3. Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or (iv) when delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply, such as an out-of-office notification), addressed as follows:

(a) If to Acquiror or Merger Sub, to:

Khosla Ventures Acquisition Co.

2128 Sand Hill Rd.

Menlo Park, CA 94025

Attention: Samir Kaul

                  Peter Buckland

Email:       sk@khoslaventures.com

                  pb@khoslaventures.com

with copies to (which shall not constitute notice):

Latham & Watkins LLP

505 Montgomery Street

Suite 2000

San Francisco, California 94111

Attention:     Jim Morrone

                     Luke J. Bergstrom Lauren Lefcoe

Email:          jim.morrone@lw.com

                    luke.bergstrom@lw.com

                    lauren.lefcoe@lw.com

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(b) If to the Company Parties or the Surviving Corporation, to:

Valo Health, Inc.

399 Boylston Street

Boston, MA 02116

Attention:     David A. Berry, MD, Ph.D.

                     Jeffrey Prowda

Email:           dberry@valohealth.com

                       jprowda@valohealth.com

with copies to (which shall not constitute notice):

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attention:     Stuart M. Cable

                     Joseph C. Theis

Email:          scable@goodwinlaw.com

                       jtheis@goodwinlaw.com

or to such other address or addresses as the parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice. Notwithstanding the foregoing, in the event notice is delivered pursuant to this Section 11.3 by a means other than email, such party shall email such notice within one (1) Business Day of delivery of such notice by such other means.

Section 11.4. Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties and any such transfer without prior written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Section 11.5. Rights of Third Parties. Except as expressly provided in Section 7.8, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement; provided, however, that the D&O Indemnified Parties and the past, present and future directors, managers, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys, advisors and representatives of the parties, and any Affiliate of any of the foregoing (and their successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, Section 11.16.

Section 11.6. Expenses. Except as otherwise set forth in this Agreement, each party hereto shall be responsible for and pay its own expenses incurred in connection with this Agreement and the transactions contemplated hereby, including all fees of its legal counsel, financial advisers and accountants; provided, that if the Closing shall occur, Acquiror shall (x) pay or cause to be paid, the Unpaid Transaction Expenses, and (y) pay or cause to be paid, the Acquiror Transaction Expenses, in each of case (x) and (y), in accordance with Section 2.4(c). For the avoidance of doubt, any payments to be made (or to cause to be made) by Acquiror pursuant to this Section 11.6 shall be paid upon consummation of the Merger and release of proceeds from the Trust Account.

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Section 11.7. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 11.8. Headings; Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .pdf format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement. Signatures to this Agreement transmitted by electronic mail in .pdf form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document (including DocuSign), will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.

Section 11.9. Company Disclosure Letter. The Company Disclosure Letter (including any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company Disclosure Letter (including any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by the Company in the Company Disclosure Letter, or any section thereof, with reference to any section of this Agreement or section of the Company Disclosure Letter shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of the Company Disclosure Letter if it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other section of this Agreement or section of the Company Disclosure Letter. Certain information set forth in the Company Disclosure Letter is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

Section 11.10. Entire Agreement. (a) This Agreement (together with the Company Disclosure Letter) and the Ancillary Agreements constitute the entire agreement among the parties to this Agreement relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the transactions contemplated hereby exist between such parties except as expressly set forth in this Agreement and the Ancillary Agreements.

Section 11.11. Amendments. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing, executed in the same manner as this Agreement and which makes reference to this Agreement; provided, however, that after the approval of the stockholders of Acquiror, Merger Sub and the Company have been obtained, no amendment shall be made which pursuant to applicable Law requires further approval by the stockholders of the parties without such further approval.

Section 11.12. Publicity.

(a) All press releases or other public communications relating to the transactions contemplated hereby, and the method of the release for publication thereof, shall prior to the Closing be subject to the prior mutual approval of Acquiror and any Company Party, which approval shall not be unreasonably withheld by any party.

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(b) The restriction in Section 11.12(a) shall not apply to the extent the public announcement is required by applicable securities Law, any Governmental Authority or stock exchange rule; provided, however, that in such an event, the party making the announcement shall use its commercially reasonable efforts to consult with the other party in advance as to its form, content and timing and will use commercially reasonable efforts to provide such announcement to the other party as soon as is reasonably practicable. Disclosures resulting from the parties’ efforts to obtain approval or early termination under the HSR Act and to make any relating filing shall be deemed not to violate this Section 11.12.

(c) The initial press release (the “Signing Press Release”) concerning this Agreement and the transaction contemplated hereby shall be a joint press release in the form mutually agreed by Company Holdco and Acquiror prior to the execution of this Agreement, and such initial press release shall be released as promptly as practicable after the execution of this Agreement. Promptly after the execution of this Agreement, Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the securities Laws, which the Company Holdco shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, on the one hand, and Acquiror, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Acquiror, as applicable) a press release announcing the consummation of the transactions contemplated by this Agreement the (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by securities Laws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Section 11.13. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

Section 11.14. Jurisdiction; Waiver of Jury Trial.

(a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or

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Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.

(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.15. Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement or any of the Ancillary Agreements were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or any Ancillary Agreement and to specific enforcement of the terms and provisions of this Agreement and the Ancillary Agreements, in addition to any other remedy to which any party is entitled at law or in equity. In the event that any Action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law, and each party agrees to waive any requirement for the securing or posting of any bond in connection therewith.

Section 11.16. Non-Recourse. Except as otherwise contemplated by Article XI:

(a) this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against the Company Parties, Acquiror and Merger Sub as named parties hereto; and

(b) except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of the Company Parties, Acquiror or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company Parties, Acquiror or Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Section 11.17. Non-Survival of Representations, Warranties and Covenants. Except as otherwise contemplated by Section 10.2, none of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article XI.

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Section 11.18. Conflicts and Privilege.

(a) Acquiror and the Company Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of Acquiror or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “KVAC Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Valo Group, on the other hand, any legal counsel, including Latham & Watkins LLP (“Latham”), that represented Acquiror and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the KVAC Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. Acquiror and the Company Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among Acquiror, the Sponsor and/or any other member of the KVAC Group, on the one hand, and Latham, on the other hand (the “Latham Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the KVAC Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company Parties prior to the Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. Acquiror and the Company Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Latham Privileged Communications, whether located in the records or email server of the Acquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company Parties agree not to assert that any privilege has been waived as to the Latham Privileged Communications, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the KVAC Group), on the one hand, and a third party other than (and unaffiliated with) the KVAC Group, on the other hand, then the Surviving Corporation and/or any member of the Valo Group may assert the attorney-client privilege to prevent disclosure to such third party of Latham Privileged Communications.

(b) Acquiror and the Company Parties, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the stockholders or holders of other equity interests of the Company Parties and any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Valo Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the KVAC Group, on the other hand, any legal counsel, including Goodwin Procter LLP (“Goodwin”) that represented the Company Parties prior to the Closing may represent any member of the Valo Group in such dispute even though the interests of such Persons may be directly adverse to the

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Surviving Corporation, and even though such counsel may have represented Acquiror and/or the Company Parties in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation, further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among the Company Parties and/or any member of the Valo Group, on the one hand, and Goodwin, on the other hand (the “Goodwin Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Valo Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Closing with the Company Parties under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. Acquiror and the Company Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Goodwin Privileged Communications, whether located in the records or email server of the Acquiror, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company Parties agree not to assert that any privilege has been waived as to the Goodwin Privileged Communications, by virtue of the Mergers.

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IN WITNESS WHEREOF the parties have hereunto caused this Agreement to be duly executed as of the date first above written.

KHOSLA VENTURES ACQUISITION CO.
By:
	Name:
	Title:
KILLINGTON MERGER SUB INC.
By:
	Name:
	Title:
VALO HEALTH, LLC
By:
	Name:
	Title:
VALO HEALTH, INC.
By:
	Name:
	Title:

[Signature Page to Agreement and Plan of Merger]

EXHIBIT A

Form of Acquiror Amended and Restated Certificate of Incorporation

(see attached)

EXHIBIT B

Form of Acquiror Amended and Restated Bylaws

(see attached)

EXHIBIT C

Form of Registration Rights Agreement

(see attached)

EXHIBIT D

Form of Incentive Equity Plan

(see attached)

EXHIBIT E

Form of Employee Stock Purchase Plan

(see attached)

EX-10.1

Exhibit 10.1

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [ 🌑 ], 2021, by and between Khosla Ventures Acquisition Co., a Delaware corporation (“KVSA”), and the undersigned subscriber (the “Investor”).

WHEREAS, this Subscription Agreement is being entered into in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among KVSA, Valo Health, LLC, a Delaware limited liability company (“Valo Holdco”), Valo Health, Inc., a Delaware corporation (the “Company”), Killington Merger Sub Inc., a Delaware corporation (“KVSA Merger Sub”), and the other parties thereto, in substantially the form provided to the Investor prior to the date hereof, pursuant to which, among other things, KVSA Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a wholly owned subsidiary of KVSA, and KVSA will change its name to “Valo Health, Inc.”, on the terms and subject to the conditions therein (the “Transaction”);

WHEREAS, in connection with the Transaction, KVSA is seeking commitments from interested investors to purchase, prior to the closing of the Transaction, shares of KVSA’s Class A common stock, par value $0.001 per share, as such shares will exist as common stock following the Transaction (the “Shares”), in a private placement for a purchase price of $10.00 per share (the “Per Share Subscription Price”);

WHEREAS, the aggregate purchase price to be paid by the Investor for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount;” and

WHEREAS, substantially concurrently with the execution of this Subscription Agreement, KVSA is entering into separate subscription agreements with certain other investors (the “Other Subscription Agreements”) with an aggregate purchase price of $[                 ] (inclusive of the Subscription Amount) (the “PIPE Investment”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, each of the Investor and KVSA acknowledges and agrees as follows:

1. Subscription. (a) The Investor hereby subscribes for and agrees to purchase from KVSA, and (b) KVSA hereby agrees to issue and sell to the Investor, in each case, the number of Shares set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein.

2. Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on the closing date (the “Closing Date”) and be conditioned upon the prior or substantially concurrent consummation of the Transaction. Upon (a) satisfaction or waiver in writing of the conditions set forth in Section 3 below and (b) delivery of written notice from (or on behalf of) KVSA to the Investor (the “Closing Notice”), that KVSA reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall commence delivery to KVSA, two (2) business days prior to the expected closing date specified in the Closing Notice, the Subscription Amount by wire transfer of United States dollars in immediately available funds to the escrow account(s) specified by KVSA in the Closing Notice. On or prior to the Closing Date, KVSA shall issue the Shares to the Investor and subsequently cause the Shares to be registered in book entry form in the name of the Investor on KVSA’s share register, which book entry records shall contain an appropriate notation or legend concerning transfer restrictions of the Shares, in accordance with any applicable securities laws of the states of the United States and other applicable jurisdictions. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Prior to or at the Closing, Investor shall deliver to KVSA a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing Date does not occur within two (2) business days after the expected closing date specified in the Closing Notice, KVSA shall promptly (but not later than one (1) business day thereafter) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing.

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3. Closing Conditions. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions: (a) there shall not be in force any injunction or order enjoining or prohibiting the issuance and sale of the Shares under this Subscription Agreement; (b) the terms of the Transaction Agreement (including the conditions thereto) shall not have been amended or waived in a manner that is adverse to the Investor (in its capacity as such), (c) there shall be no amendment, waiver or modification to the Other Subscription Agreements (including via a side letter or other agreement) that materially benefits the other investors thereunder unless the Investor has been offered the same benefits, and (d) all representations and warranties of the parties hereto contained in this Subscription Agreement are true and correct at and as of the Closing Date, and each such party shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

4. Further Assurances. At the Closing, the parties hereto shall use commercially reasonable efforts to execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

5. KVSA Representations, Warranties and Covenants. KVSA represents and warrants to the Investor, as of the date hereof and as of the Closing Date, and covenants that:

(a) KVSA is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. KVSA has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. As of the Closing Date, KVSA will be duly incorporated, validly existing as a corporation and in good standing under the laws of the State of Delaware.

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(b) As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under KVSA’s certificate of incorporation (as in effect at such time of issuance) or under the Delaware General Corporation Law.

(c) This Subscription Agreement has been duly authorized, executed and delivered by KVSA and, assuming that this Subscription Agreement constitutes the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against KVSA in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

(d) The issuance and sale by KVSA of the Shares pursuant to this Subscription Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of KVSA or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which KVSA or any of its subsidiaries is a party or by which KVSA or any of its subsidiaries is bound or to which any of the property or assets of KVSA is subject that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of KVSA and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Shares or the legal authority of KVSA to comply in all material respects with its obligations under this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of KVSA; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over KVSA or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority of KVSA to comply in all material respects with its obligations under this Subscription Agreement.

(e) As of their respective filing dates, all reports required to be filed by KVSA with the U.S. Securities and Exchange Commission (the “SEC”) since March 1, 2021 (the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder. There are no material outstanding or unresolved comments in comment letters received by KVSA from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.

(f) KVSA is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the issuance of the Shares pursuant to this Subscription Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 13 of this Subscription Agreement, (iv) those required by the New York Stock Exchange or Nasdaq or such other applicable stock exchange on which KVSA’s common stock is then listed (the “Stock Exchange”), including with respect to obtaining approval of KVSA’s stockholders, and (v) the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(g) KVSA is in compliance with all applicable law, and KVSA has not received any written communication from a governmental authority that alleges that KVSA is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(h) Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6 of this Subscription Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the offer and sale of the Shares by KVSA to the Investor.

(i) Neither KVSA nor any person acting on its behalf has offered or sold the Shares by any form of general solicitation or general advertising in violation of the Securities Act.

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(j) As of the date hereof, the shares of Class A common stock of KVSA are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Stock Exchange. There is no suit, action, proceeding, or investigation pending, or, to the knowledge of KVSA, threatened against KVSA, including, but not limited to, any suit, action, proceeding or investigation by the Stock Exchange or the SEC, respectively, to prohibit or terminate the listing of, or suspend the trading of, the shares of Class A common stock of KVSA or to deregister the shares of Class A common stock of KVSA under the Exchange Act or the Nasdaq Capital Market. KVSA has taken no action that is designed to terminate the registration of, or suspend the trading of, the shares of Class A common stock under the Exchange Act or the Nasdaq Capital Market.

(k) KVSA is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Shares other than to the Placement Agents. KVSA or the Company is responsible for the payment of any fees or commissions of the Placement Agents.

(l) The Other Subscription Agreements reflect the same Per Share Subscription Price and other terms with respect to the purchase of the Shares that are no more favorable to such subscriber thereunder than the terms of this Subscription Agreement, other than terms particular to the regulatory requirements of such subscriber or its affiliates or related funds. KVSA has not entered into any side letter or similar arrangement with any other subscriber under the Other Subscription Agreements in connection with the PIPE Investment.

(m) None of KVSA, any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is (i) named on the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, including the United Kingdom (collectively, “Sanctions Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, “Sanctions”). KVSA represents and covenants that if it is or becomes subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that KVSA maintains or will maintain policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. KVSA also represents and covenants that it maintains and will maintain policies and procedures reasonably designed to ensure compliance with sanctions administered by the United States, the European Union, or any individual European Union member state, including the United Kingdom, to the extent applicable to it. KVSA further covenants that it will not directly or indirectly use the proceeds of the PIPE Investment hereunder; lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity; or otherwise conduct its business (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of or target of any Sanctions, (ii) to fund or facilitate any activities of or business in any country or territory that is the subject or target of Sanctions or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as placement agent, advisor, investor or otherwise) of Sanctions or to otherwise cause any such person to be deemed to violate or be noncompliant with any sanctions program or anti-money laundering laws.

(n) Neither KVSA nor the Company is a U.S. business that (i) produces, designs, tests, manufactures, fabricates, or develops one or more “critical technologies”; (ii) performs the functions as set forth in column 2 of Appendix A to 31 C.F.R. Part 800 with respect to “covered investment critical infrastructure”; or (iii) maintains or collects, directly or indirectly, “sensitive personal data” of U.S. citizens, in each case as such terms in quotation marks are defined in the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

6. Investor Representations and Warranties. The Investor represents and warrants to KVSA, as of the date hereof and as of the Closing date, that:

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(a) The Investor (i) is (A) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (B) an “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (5), (7) or (8) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A or (C) an Institutional Account as defined in FINRA Rule 4512(c), (ii) is acquiring the Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Shares.

(b) The Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Shares have not been registered under the Securities Act and that KVSA is not required to register the Shares except as set forth in Section 7 of this Subscription Agreement. The Investor acknowledges and agrees that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to KVSA or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and, in each case, in accordance with any applicable securities laws of the states of the United States and other applicable jurisdictions, and that any certificates or book entry records representing the Shares shall contain a restrictive legend to such effect. The Investor acknowledges and agrees that the Shares will be subject to these securities law transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges and agrees that the Shares will not immediately be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act, and that the provisions of Rule 144(i) will apply to the Shares. The Investor acknowledges and agrees that it has been advised to consult legal, tax and accounting prior to making any offer, resale, transfer, pledge or disposition of any of the Shares.

(c) The Investor acknowledges and agrees that the Investor is purchasing the Shares from KVSA. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of KVSA, the Company, any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than the SEC Reports and those representations, warranties, covenants and agreements of KVSA expressly set forth in this Subscription Agreement.

(d) The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Shares, including, with respect to KVSA, the Transaction and the business of the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has had the opportunity to review the SEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares.

(e) The Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and KVSA, the Company or a representative of KVSA or the Company, and the Shares were offered to the Investor solely by direct contact between the Investor and KVSA, the Company or a representative of KVSA or the Company. The Investor did not become aware of this offering of the Shares, nor were the Shares offered to the Investor, by any other means. The Investor acknowledges that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, KVSA, the Company, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing), other than the SEC Reports and the representations and warranties of KVSA contained in this Subscription Agreement, in making its investment or decision to invest in KVSA.

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(f) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in KVSA’s filings with the SEC. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that neither KVSA nor the Company has provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Subscription Agreement.

(g) Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Shares and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in KVSA. The Investor acknowledges specifically that a possibility of total loss exists.

(h) In making its decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the Investor, the SEC Reports and the representations and warranties made by KVSA in this Subscription Agreement. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agents or any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing concerning KVSA, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares.

(i) The Investor acknowledges that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment.

(j) The Investor, if not a natural person, has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation (to the extent such concept exists in such jurisdiction), with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

(k) The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, that would reasonably be expected to have a material adverse effect on the ability of the Investor to consummate the transactions contemplated hereby, and, if the Investor is not a natural person, will not violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory, if the Investor is a natural person, has legal competence and capacity to execute the same or, if the Investor is not a natural person, the signatory has been duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes the valid and binding agreement of KVSA, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

(l) Neither the Investor nor, if the Investor is not a natural person, any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is (i) a person named on the Sanctions List; (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, or any other country or territory

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embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The Investor further represents that the funds held by the Investor and used to purchase the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor.

(m) If the Investor is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with ERISA Plans, “Plans”), the Investor represents and warrants that (A) neither KVSA nor any of its affiliates (the “Transaction Parties”) has provided investment advice or has otherwise acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Shares, and none of the parties to the Transaction is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with the Investor’s investment in the Shares; and (B) its purchase of the Shares will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any applicable Similar Law.

(n) No disclosure or offering document has been prepared by J.P. Morgan Securities LLC or any other placement agent (that may be appointed by KVSA) or any of their respective affiliates (the “Placement Agents”) in connection with the offer and sale of the Shares.

(o) None of the Placement Agents, nor any of their respective affiliates, nor any control persons, officers, directors, employees, agents or representatives of any of the foregoing has made any independent investigation with respect to KVSA, the Company or its subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by KVSA.

(p) In connection with the issue and purchase of the Shares, none of the Placement Agents has acted as the Investor’s underwriter, initial purchaser, dealer, financial advisor, fiduciary or in any other such capacity.

(q) The Investor has or has commitments to have and, when required to deliver payment to KVSA pursuant to Section 2 above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement.

(r) The Investor acknowledges that the Placement Agents may have acquired, or may acquire, non-public information with respect to KVSA, which the Investor agrees need not be provided to it.

7. Registration Rights.

(a) KVSA agrees that, within thirty (30) calendar days following the Closing Date (such deadline, the “Filing Deadline”), KVSA will submit to or file with the SEC a registration statement for a shelf registration on Form S-1 or Form S-3 (if the Company is then eligible to use a Form S-3 shelf registration) (the “Registration Statement”), in each case, covering the resale of the Shares acquired by the Investor pursuant to this Subscription Agreement which are eligible for registration (determined as of two (2) business days prior to such submission or filing) (the “Registrable Shares”) and KVSA shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following the Closing Date if the SEC notifies KVSA that it will “review” the Registration Statement and (ii) the fifth business day after the date KVSA is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however, that (x) KVSA shall use its commercially reasonable efforts to provide a draft of the initial Registration Statement to the Investor for review at least two (2) business days in

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advance of the filing of the initial Registration Statement, so long as KVSA shall not be required to delay or postpone the filing of such initial Registration Statement as a result of or in connection with the Investor’s review; and (y) KVSA’s obligations to include the Registrable Shares in the Registration Statement are contingent upon Investor furnishing in writing to KVSA such information regarding Investor, the securities of KVSA held by Investor and the intended method of disposition of the Registrable Shares (which shall be limited to non-underwritten public offerings) as shall be reasonably requested by KVSA to effect the registration of the Registrable Shares, and Investor shall execute such documents in connection with such registration as KVSA may reasonably request that are customary of a selling stockholder in similar situations; provided that Investor shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Shares. The Registration Statement shall include a “plan of distribution” that permits all lawful means of disposition of the Registrable Shares by the Investor, including block sales, agented transactions, sales directly into the market and other customary provisions (but, excluding for the avoidance of doubt, underwritten offerings). For as long as the Investor holds Shares, KVSA will use commercially reasonable efforts to file all reports for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be satisfied, and provide all customary and reasonable cooperation, necessary to enable the undersigned to resell the Shares pursuant to Rule 144 of the Securities Act (in each case, when Rule 144 of the Securities Act becomes available to the Investors), including providing any legal opinions to KVSA’s transfer agent. Any failure by KVSA to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Deadline shall not otherwise relieve KVSA of its obligations to file or effect the Registration Statement as set forth above in this Section 7.

(b) At its expense KVSA shall:

(i) except for such times as KVSA is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which KVSA determines to obtain, continuously effective with respect to Investor, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (A) Investor ceases to hold any Registrable Shares, (B) the date all Registrable Shares held by Investor may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for KVSA to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (C) two years from the date of effectiveness of the Registration Statement. The period of time during which KVSA is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period”;

(ii) during the Registration Period, advise Investor, as expeditiously as possible:

(1) when a Registration Statement or any amendment thereto has been filed with the SEC;

(2) after it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

(3) of the receipt by KVSA of any notification with respect to the suspension of the qualification of the Registrable Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(4) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

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Notwithstanding anything to the contrary set forth herein, KVSA shall not, when so advising Investor of such events, provide Investor with any material, nonpublic information regarding KVSA other than to the extent that providing notice to Investor of the occurrence of the events listed in (1) through (4) above constitutes material, nonpublic information regarding KVSA;

(iii) during the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

(iv) during the Registration Period, upon the occurrence of any event contemplated in Section 7(b)(ii)(4) above, except for such times as KVSA is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, KVSA shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(v) during the Registration Period, use its commercially reasonable efforts to cause all Registrable Shares to be listed on each securities exchange or market, if any, on which the Class A Shares issued by KVSA have been listed;

(vi) during the Registration Period, use its commercially reasonable efforts to allow the Investor to review disclosure regarding the Investor in the Registration Statement; and

(vii) otherwise, in good faith, during the Registration Period, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Investor, consistent with the terms of this Subscription Agreement, in connection with the registration of the Registrable Shares.

(c) Notwithstanding anything to the contrary in this Subscription Agreement, KVSA shall be entitled to delay the filing or effectiveness of, or suspend the use of, the Registration Statement if it determines that in order for the Registration Statement not to contain a material misstatement or omission, (i) an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, (ii) the negotiation or consummation of a transaction by KVSA or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event KVSA’s board of directors reasonably believes would require additional disclosure by KVSA in the Registration Statement of material information that KVSA has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of KVSA’s board of directors to cause the Registration Statement to fail to comply with applicable disclosure requirements, or (iii) in the good faith judgment of the majority of KVSA’s board of directors, such filing or effectiveness or use of such Registration Statement, would be seriously detrimental to the Company and the majority of the KVSA board or directors concludes as a result that it is essential to defer such filing (each such circumstance, a “Suspension Event”); provided, however, that KVSA may not delay or suspend the Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90)total calendar days in each case during any twelve-month period. Upon receipt of any written notice from KVSA of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the prospectus) not misleading, Investor agrees that (i) it will immediately discontinue offers and sales of the Registrable Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Investor receives copies of a supplemental or amended prospectus (which KVSA agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by KVSA that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by KVSA unless otherwise required by

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law or subpoena. If so directed by KVSA, Investor will deliver to KVSA or, in Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Shares in Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Shares shall not apply (A) to the extent Investor is required to retain a copy of such prospectus (1) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (2) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

(d) Indemnification.

(i) KVSA agrees to indemnify, to the extent permitted by law, Investor (to the extent a seller under the Registration Statement), its directors and officers and each person who controls Investor (within the meaning of the Securities Act), to the extent permitted by law, against all losses, claims, damages, liabilities and reasonable and documented out of pocket expenses (including reasonable and documented attorneys’ fees of one law firm) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement (“Prospectus”) or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are solely caused by or contained in any information or affidavit so furnished in writing to KVSA by or on behalf of such Investor expressly for use therein.

(ii) In connection with any Registration Statement in which an Investor is participating, such Investor shall furnish (or cause to be furnished) to KVSA in writing such information and affidavits as KVSA reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify KVSA, its directors and officers and each person or entity who controls KVSA (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable outside attorneys’ fees) resulting solely from any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained (or not contained in, in the case of an omission) in any information or affidavit so furnished in writing by on behalf of such Investor expressly for use therein; provided, however, that the liability of each such Investor shall be several and not joint and shall be in proportion to and limited to the net proceeds received by such Investor from the sale of Registrable Shares giving rise to such indemnification obligation.

(iii) Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of

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money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(iv) The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of securities.

(v) If the indemnification provided under this Section 7(d) from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, the liability of the Investor shall be limited to the net proceeds received by such Investor from the sale of Registrable Shares giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 7(d)(i), (ii) and (iii) above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7(d)(v) from any person or entity who was not guilty of such fraudulent misrepresentation.

8. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (i) such date and time as the Transaction Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties hereto (and the Company) to terminate this Subscription Agreement, (iii) if the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied, or are not capable of being satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be or are not consummated at the Closing and (iv) at the election of Investor, on or after the date that is 180 days after the date hereof if the Closing has not occurred on or prior to such date; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. KVSA shall notify the Investor of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance with this Section 8, any monies paid by the Investor to KVSA in connection herewith shall be promptly (and in any event within one business day after such termination) returned to the Investor.

9. Investor Covenant. Investor hereby agrees that, from the date of this Subscription Agreement, none of Investor, its controlled affiliates, or any person or entity acting on behalf of Investor or any of its controlled affiliates or pursuant to any understanding with Investor or any of its controlled affiliates will engage in any Short Sales with respect to securities of the KVSA prior to the Closing. For purposes of this Section 9, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including

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on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with Investor that have no knowledge of this Subscription Agreement or of Investor’s participation in the Transaction or PIPE Investment (including Investor’s controlled affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Subscription Agreement.

10. Trust Account Waiver. The Investor acknowledges that KVSA is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving KVSA and one or more businesses or assets. The Investor further acknowledges that, as described in KVSA’s prospectus relating to its initial public offering dated March 3, 2021 (the “Prospectus”) available at www.sec.gov, substantially all of KVSA’s assets consist of the cash proceeds of KVSA’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of KVSA, its public stockholders and the underwriter of KVSA’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to KVSA to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of KVSA entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any proposed or actual business relationship between KVSA or its affiliates, on the one hand, and the Investor or its representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability and irrevocably agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement. Investor agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by KVSA and its affiliates to induce KVSA to enter in this Subscription Agreement, and each such party further intends and understands such waiver to be valid, binding and enforceable against the Investor and its affiliates under applicable law. To the extent Investor commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to KVSA or its affiliates, which proceeding seeks, in whole or in part, monetary relief against KVSA or its affiliates, the Investor hereby acknowledges and agrees that the Investor’s sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Investor (or any person claiming on any of their behalves or in lieu of any of the Investor) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to KVSA or its affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) in violation of this Subscription Agreement, KVSA shall be entitled to recover from the Investor and its affiliates, the associated legal fees and costs in connection with any such action, in the event KVSA or its affiliates, as applicable, prevails in such action or proceeding. Notwithstanding anything else in this Section 10 to the contrary, nothing herein shall be deemed to limit the Investor or it’s affiliates’ right, title, interest or claim to the Trust Account by virtue of the Investor’s record or beneficial ownership of Shares of KVSA acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of KVSA.

11. Miscellaneous.

(a) Neither this Subscription Agreement nor any rights that may accrue to the Investor hereunder (other than the Shares acquired hereunder, if any) may be transferred or assigned, other than an assignment to any fund or account managed by the same investment manager as the Investor or an affiliate thereof, subject to, if such transfer or assignment is prior to the Closing, such transferee or assignee, as applicable, executing a joinder to this Subscription Agreement or a separate subscription agreement in substantially the same form as this Subscription Agreement, including with respect to the Subscription Amount and other terms and conditions, provided, that, in the case of any such transfer or assignment, the initial party to this Subscription Agreement shall remain bound by its obligations under this Subscription Agreement in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of Shares contemplated hereby. Neither this Subscription Agreement nor any rights that may accrue to KVSA hereunder or any of KVSA’s obligations may be transferred or assigned other than pursuant to the Transactions.

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(b) KVSA may request from the Investor such additional information as KVSA may deem necessary to evaluate the eligibility of the Investor to acquire the Shares and in connection with the inclusion of the Shares in the Registration Statement, and the Investor shall provide such information as may reasonably be requested, to the extent readily available and to the extent consistent with its internal policies and procedures. The Investor acknowledges that KVSA may file a copy of this Subscription Agreement with the SEC as an exhibit to a current or periodic report or a registration statement of KVSA.

(c) The Investor acknowledges that KVSA, the Placement Agents (as third-party beneficiaries with rights of enforcement) and others will rely on the acknowledgments, understandings, agreements, representations and warranties of the Investor contained in this Subscription Agreement. Prior to the Closing, the Investor agrees to promptly notify KVSA, the Company and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties of the Investor set forth herein are no longer accurate. The Investor acknowledges and agrees that each purchase by the Investor of Shares from KVSA will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notification) by the Investor as of the time of such purchase.

(d) KVSA, the Placement Agents and the Investor are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

(e) All of the representations and warranties contained in this Subscription Agreement shall survive the Closing. All of the covenants and agreements made by each party hereto in this Subscription Agreement shall survive the Closing.

(f) This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 8 above) except by an instrument in writing, signed by each of the parties hereto and, to the extent required by the Transaction Agreement, the Company. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties and third party beneficiaries hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

(g) This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth in Section 11(c) with respect to the persons referenced therein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.

(h) Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(i) If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. The parties hereto shall endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

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(j) This Subscription Agreement may be executed in one or more counterparts (including by electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(k) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company and the Placement Agents shall be entitled to specifically enforce the Investor’s obligations to fund the Subscription Amount and the provisions of the Subscription Agreement of which the Placement Agents are express third party beneficiaries, on the terms and subject to the conditions set forth herein.

(l) This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.

(m) THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR, TO THE EXTENT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE, OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE) IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A DELAWARE STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN THIS SECTION 11(l) OF THIS SUBSCRIPTION AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

(n) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE

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FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11(m).

12. Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the SEC Reports and the statements, representations and warranties of KVSA expressly contained in this Subscription Agreement, in making its investment or decision to invest in KVSA. The Investor acknowledges and agrees that none of (i) any other investor pursuant to any Other Subscription Agreements relating to the PIPE Investment (including such other investor’s affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, (iii) any other party to the Transaction Agreement (other than KVSA), or (iv) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of the Company or any other party to the Transaction Agreement (other than KVSA) shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any Other Subscription Agreement related to the PIPE Investment, the negotiation hereof or thereof or the subject matter hereof or thereof, or the transactions contemplated hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Company, the Placement Agents or any Non-Party Affiliate concerning the Company, the Placement Agents, any of their affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of the Company, the Placement Agent or any of KVSA’s, the Company’s or the Placement Agents’ respective affiliates or any family member of the foregoing.

13. Press Releases. KVSA shall, by 9:00 a.m., New York City time, on the first business day immediately following the date of this Subscription Agreement, issue one or more press releases or furnish or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, the PIPE Investment, all material terms of the Transaction and any other material, non-public information that KVSA or its directors, officers, employees, agents or representatives have provided to the Investor or any of its affiliates, or their respective directors, officers, employees, agents or representatives, at any time prior to the filing of the Disclosure Document. From and after the disclosure of the Disclosure Document, to the knowledge of KVSA, the Investor and its affiliates and their respective directors, officers, employees, agents or representatives shall not be in possession of any material, non-public information received from KVSA or any of its officers, directors, employees, agents or representatives. All press releases or non-internal communications relating to the transactions contemplated hereby between KVSA and the Investor, and the method of the release for publication thereof, shall be subject to the prior approval of (i) KVSA, and (ii) to the extent such press release or public communication references the Investor or its affiliates or investment manager, general partner, managing member or related parties by name, trademark or logo, the Investor; provided that neither KVSA nor the Investor shall be required to obtain consent pursuant to this Section 13 to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 13. The restriction in this Section 13 shall not apply to the extent the non-internal announcement is required by applicable securities law, any governmental authority or stock exchange rule; provided, that in such an event, the applicable party shall use its commercially reasonable efforts to consult with the other party in advance as to its form, content and timing. Notwithstanding anything in this Subscription Agreement to the contrary, KVSA shall use reasonable efforts to not, and shall use reasonable efforts to cause each of its directors, officers, employees, agents and representatives to not, provide the Investor with any material non-public information regarding KVSA from and after the filing of the Disclosure Document with the SEC without the express prior written consent of the Investor. KVSA understands and confirms that the Investor and the Investor’s affiliates, attorneys, agents or representatives will rely on the foregoing representations and covenants in effecting transactions of securities in KVSA.

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14. Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or (iv) when delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply, such as an out-of-office notification), addressed as follows:

If to the Investor, to the address provided on the Investor’s signature page hereto.

If to KVSA, to:

Khosla Ventures Acquisition Co.

2128 Sand Hill Road

Menlo Park, California 94025

Attention: General Counsel (SPAC)

Email: jd@khoslaventures.com

with copies to (which shall not constitute notice), to:

Latham & Watkins LLP

505 Montgomery Street, Suite 2000

San Francisco, California 94111

Attention: Jim Morrone

Luke Bergstrom

Brian Paulson

Email: jim.morrone@lw.com

luke.bergstrom@lw.com

brian.paulson@lw.com

and

Valo Health Inc.

399 Boylston Street

Boston, MA 02116

Attention: David Berry, M.D., Ph.D.

Email: dberry@valohealth.com

with copies to (which shall not constitute notice), to:

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attention: Stuart M. Cable

Joseph C. Theis, Jr.

Stephanie Richards

Email: scable@goodwinlaw.com

jtheis@goodwinlaw.com

srichards@goodwinlaw.com

and

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Cooley LLP

500 Boylston Street, 14^th Floor

Boston, MA 02116

Attention: Richard Segal

Eric Blanchard

Email: rsegal@cooley.com

eblanchard@cooley.com

or to such other address or addresses as the parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.

15. Stock Splits, etc. If any change in the shares of KVSA common stock shall occur between the date hereof and immediately prior to the Closing by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, the number and type of Shares issued to the Investor and the Subscription Amount shall be appropriately adjusted to reflect such change.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

Name of Investor:	State/Country of Formation or Domicile:
By: ____________________________________
Name: __________________________________
Title: ___________________________________
Name in which Shares are to be registered (if different):	Date: ________, 2021
Investor’s EIN:
Business Address-Street:	Mailing Address-Street (if different):
City, State, Zip:	City, State, Zip:
Attn: ___________________________________	Attn: ___________________________________
Telephone No.:	Telephone No.:
Facsimile No.:	Facsimile No.:
Number of Shares subscribed for:
Aggregate Subscription Amount: $	Price Per Share: $10.00

You must pay the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by KVSA in the Closing Notice.

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, KVSA has accepted this Subscription Agreement as of the date set forth below.

KHOSLA VENTURES ACQUISITION CO.
By:
	Name: Peter Buckland
	Title: Chief Financial Officer

Date:                 , 2021

[Signature Page to Subscription Agreement]

SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF THE INVESTOR

A. QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):

☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), and have marked and initialed the appropriate box below indicating the provision under which we qualify as a qualified institutional buyer.

Rule 144A, in relevant part, states that an “qualified institutional buyer” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor and under which the Investor accordingly qualifies as an “qualified institutional buyer.”

☐ The Investor is an entity that, acting for its own account or the accounts of other qualified institutional buyers, in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the Investor and:

☐ The Investor is an insurance company.

☐ The Investor is an investment company registered under the Investment Company Act or any business development company as defined in section 2(a)(48) of that Act.

☐ The Investor is a Small Business Investment Company licensed by the US Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958.

☐ The Investor is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees.

☐ The Investor is a trust fund whose trustee is a bank or trust company and whose participants are exclusively plans established for the benefit of state employees or employee benefit plans, except trust funds that include as participants individual retirement accounts or H.R. 10 plans.

☐ The Investor is a business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.

☐ The Investor is an organization described in section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in section 3(a)(2) of the Act, a savings and loan association or other institution referenced in section 3(a)(5)(A) of the Act, a foreign bank or savings and loan association, or equivalent institution), partnership, or Massachusetts or similar business trust.

☐ The Investor is an investment adviser registered under the Investment Advisers Act.

☐ The Investor is registered dealer, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the Investor.

☐ The Investor is a registered dealer acting in a riskless principal transaction on behalf of a qualified institutional buyer.

☐ The Investor is an investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with Investor or are part of such family of investment companies.

☐ The Investor is an entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers.

[Schedule A to Subscription Agreement]

☐ The Investor is a bank or any savings and loan association or other institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under Rule 144A in the case of a US bank or savings and loan association, and not more than 18 months preceding the date of sale for a foreign bank or savings and loan association or equivalent institution.

B. ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):

1. ☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act, and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”

2. ☐ We are not a natural person.

Rule 501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor and under which the Investor accordingly qualifies as an “accredited investor.”

☐ Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company;

☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐ Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;

☐ Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

☐ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

☐ Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person; or

☐ Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.

C. INSTITUTIONAL ACCOUNT STATUS

☐ We are an “institutional account” (as defined in FINRA Rule 4512).

[Schedule A to Subscription Agreement]

This page and the preceding page should be completed by the Investor

and constitute a part of the Subscription Agreement.

[Schedule A to Subscription Agreement]

EX-10.2

Exhibit 10.2

Execution Version

SPONSOR VESTING AGREEMENT

This SPONSOR VESTING AGREEMENT (this “Agreement”), dated as of June 9, 2021, is made by and between Khosla Ventures SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Khosla Ventures Acquisition Co., a Delaware corporation (the “Company”), Valo Health, LLC, a Delaware limited liability company (“Valo Health Holdco”) and Valo Health, Inc., a Delaware corporation and a direct wholly owned subsidiary of Valo Health Holdco (“Valo Health”). The Sponsor, the Company, Valo Health Holdco and Valo Health are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Sponsor holds (i) 4,760,000 shares of Acquiror Class B Common Stock, (ii) 5,000,000 shares of Acquiror Class K Common Stock and (iii) 990,000 shares of Acquiror Class A Common Stock (the “Private Placement Shares”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Company, Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), Valo Health Holdco and Valo Health have entered into an Agreement and Plan of Merger (as amended or modified from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant to which, among other transactions, Valo Health Holdco would merge with and into Valo Health, and subsequently Merger Sub would merge with and into Valo Health, with Valo Health continuing on as the surviving entity and a wholly owned subsidiary of the Company (the “Surviving Corporation”), on the terms and conditions set forth therein;

WHEREAS, as of the Effective Time, all of the 4,760,000 shares of Acquiror Class B Common Stock held by Sponsor will be converted into an aggregate of 5,795,999 shares of Acquiror Class A Common Stock (the “Vested Shares”) and all of the 5,000,000 shares of Acquiror Class K Common Stock held by the Sponsor will be converted into an aggregate of 8,697,479 shares of Acquiror Class A Common Stock (the “Unvested Shares,” and together with the Vested Shares, the “Sponsor Shares” and such conversion, the “Sponsor Share Conversion”); and

WHEREAS, the Sponsor Share Conversion is intended to qualify as a “reorganization” pursuant to Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the “Code”) and this Agreement is hereby adopted as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g).

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings indicated when used in this Agreement with initial capital letters:

“Board” means the Board of Directors of the Company.

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“Change of Control” means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the securities of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction, other than the Merger, in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

“Common Stock” means Acquiror Class A Common Stock.

“First Price Vesting” shall occur if after the one year anniversary of the Closing Date and before the ten year anniversary of the Closing Date the closing price of the Common Stock equals or exceeds $30.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 Trading Days within a 30-Trading Day period.

“First Price Vesting Shares” means 2,536,765 Unvested Shares (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).

“Forward Purchase Agreement” means the Forward Purchase Agreement, dated as of March 3, 2021, by and between the Company and Sponsor, or any subscription agreement between the Company and Sponsor that may be entered into in connection with Sponsor’s obligations under the Forward Purchase Agreement.

“Person” means any individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

“Qualifying Strategic Transaction” means any Strategic Transaction consummated after the Closing Date and before the one year anniversary of the Closing Date that results in the holders of Common Stock having the right to exchange their shares of Common Stock for cash, securities or other property at an effective price of at least $15.00 per share of Common Stock (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).

“Second Price Vesting” shall occur if after the one year anniversary of the Closing Date and before the ten year anniversary of the Closing Date the closing price of the Common Stock equals or exceeds $40.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 Trading Days within a 30-Trading Day period.

“Second Price Vesting Shares” means 2,875,000 Unvested Shares (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).

“Sponsor Shares” has the meaning set forth in the Recitals hereto. For the avoidance of doubt, Sponsor Shares shall not include the Private Placement Shares or any shares of Common Stock issued pursuant to the Forward Purchase Agreement.

“Strategic Transaction” means any Change of Control occurring after the Closing Date, other than (i) any reorganization, recapitalization or reclassification of the Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly, are the holders of a majority of the voting power of the surviving or resulting entity (or entities) with the authority or voting power to elect a majority of the members of the

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Board (or their equivalent if other than a company) of such entity or entities after such reorganization, recapitalization or reclassification, (ii) pursuant to a domestication or migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii) any transaction or series of related transactions that would result in a majority of the Board or the board of directors of the combined or resulting entity following the consummation of such transaction or series of related transactions being comprised of individuals who shall have not been members of the Board immediately prior to the consummation of such transaction or series of related transactions.

“Third Price Vesting” shall occur if after the one year anniversary of the Closing Date and before the ten year anniversary of the Closing Date the closing price of the Common Stock equals or exceeds $50.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 Trading Days within a 30-Trading Day period.

“Third Price Vesting Shares” means 3,285,714 Unvested Shares (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).

“Trading Day” means any day on which shares of Common Stock are actually traded on the principal securities exchange or securities market on which shares of Common Stock are then traded.

“Transfer” means the (i) sale of, offer to sell, contract or agreement to sell, hypothecation or pledge of, grant of any option to purchase, distribution or otherwise disposition of or agreement to dispose of, in each case, directly or indirectly, filing (or participating in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

2. Vesting. As of the Effective Time (i) the Vested Shares, the Private Placement Shares and any shares of Common Stock issued pursuant to the Forward Purchase Agreement shall be fully vested and (ii) the Unvested Shares shall be subject to the vesting provisions set forth in this Section 2. The Sponsor agrees that it shall not Transfer any Unvested Shares prior to the date such Sponsor Shares become vested pursuant to this Section 2.

(a) Upon Trading Triggers.

(i) The First Price Vesting Shares will vest as of the day following the First Price Vesting.

(ii) The Second Price Vesting Shares will vest as of the day following the Second Price Vesting.

(iii) The Third Price Vesting Shares will vest as of the day following the Third Price Vesting.

(b) Upon Qualifying Strategic Transactions. The First Price Vesting Shares will vest upon the consummation of any Qualifying Strategic Transaction.

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(c) Upon Other Strategic Transactions. In the event of any Strategic Transaction occurring after the one-year anniversary of the Closing Date that results in all of the holders of Common Stock having the right to exchange their Common Stock for cash, securities or other property at an effective price of at least $20.00 per share of Common Stock (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Unvested Shares shall vest proportionately as follows:

(i) if (and only if) the First Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction and such Strategic Transaction results in the holders of Common Stock having the right to exchange their shares of Common Stock for cash, securities or other property at an effective price greater than $20.00 per share of Common Stock and less than or equal to $30.00 per share of Common Stock (each as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), a number of First Price Vesting Shares will vest in an amount equal to (a) the First Price Vesting Shares multiplied by (b) (i) one minus (ii) the quotient of (A) (I) $30.00 minus (II) the effective price per share of Common Stock in the Strategic Transaction divided by (B) $10.00 (each as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like);

(ii) if (and only if) the Second Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction and such Strategic Transaction results in the holders of Common Stock having the right to exchange their shares of Common Stock for cash, securities or other property at an effective price greater than $30.00 per share of Common Stock and less than or equal to $40.00 per share of Common Stock (each as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), then, (i) the First Price Vesting shall automatically be deemed satisfied (to the extent it had not already been satisfied) and (ii) a number of Second Price Vesting Shares will vest in an amount equal to (a) the Second Price Vesting Shares multiplied by (b) (i) one minus (ii) the quotient of (A) (I) $40.00 minus the effective price per share of Common Stock in the Strategic Transaction divided by (B) $10.00 (each as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like);

(iii) if (and only if) the Third Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction and such Strategic Transaction results in the holders of Common Stock having the right to exchange their shares of Common Stock for cash, securities or other property at an effective price greater than $40.00 per share of Common Stock and less than or equal to $50.00 per share of Common Stock (each as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), then, (i) the First Price Vesting and Second Price Vesting shall automatically be satisfied (to the extent either had not already been satisfied) and (ii) a number of Third Price Vesting Shares will vest in an amount equal to (a) the Third Price Vesting Shares multiplied by (b) (i) one minus (ii) the quotient of (A) (I) $50.00 minus (II) the effective price per share of Common Stock in the Strategic Transaction divided by (B) $10.00 (each as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and

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(iv) if (and only if) the Third Price Vesting shall not have occurred prior to or in connection with such Strategic Transaction and such Strategic Transaction results in the holders of Common Stock having the right to exchange their shares of Common Stock for cash, securities or other property at an effective price greater than $50.00 per share of Common Stock (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), then each of the First Price Vesting, Second Price Vesting and Third Price Vesting shall automatically be satisfied (to the extent any had not already been satisfied).

(d) Forfeiture. Any Unvested Shares that have not vested pursuant to the foregoing provisions following any Strategic Transaction or as of the 10th anniversary of the Closing Date shall be forfeited by the Sponsor for no consideration.

3. Tax Treatment. Each of the Company and the Sponsor shall treat the Sponsor Share Conversion as a “reorganization” pursuant to Section 368(a)(1)(E) of the Code and shall file their tax returns consistent with the foregoing (including attaching the statement described in Treasury Regulation Section 1.368-3(a) on or with the U.S. federal income tax return of the Company), and none of the Parties hereto shall take any action, or fail to take any action, inconsistent with the foregoing unless otherwise required by a “determination” within the meaning of Section 1313(a)(1) of the Code.

4. Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the termination of the Merger Agreement in accordance with its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or liabilities under, or with respect to, this Agreement.

5. Notice. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or (iv) when delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply, such as an out-of-office notification), addressed as follows:

(a) If to the Sponsor prior to the Closing, or to any holder of Sponsor Shares after the Closing Date, to:

c/o Khosla Ventures SPAC Sponsor LLC

2128 Sand Hill Rd.

Menlo Park, CA 94025

Attention:         Samir Kaul

                          Peter Buckland

Email:              sk@khoslaventures.com

                          pb@khoslaventures.com

with copies to (which shall not constitute notice):

Latham & Watkins LLP

505 Montgomery Street, Suite 2000

San Francisco, CA 94111

Attention:         Jim Morrone

                          Luke J. Bergstrom

                          Lauren Lefcoe

Email:              jim.morrone@lw.com

                         luke.bergstrom@lw.com

                         lauren.lefcoe@lw.com

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(b) If to the Company prior to the Closing to:

Khosla Ventures Acquisition Co.

2128 Sand Hill Rd.

Menlo Park, CA 94025

Attention:         Samir Kaul

                          Peter Buckland

Email:              sk@khoslaventures.com

                          pb@khoslaventures.com

with copies to (which shall not constitute notice):

Latham & Watkins LLP

505 Montgomery Street, Suite 2000

San Francisco, CA 94111

Attention:         Jim Morrone

                          Luke J. Bergstrom

                          Lauren Lefcoe

Email:              jim.morrone@lw.com

                          luke.bergstrom@lw.com

                          lauren.lefcoe@lw.com

(c) If to Valo Health Holdco or Valo Health prior to the Closing, or to the Company or the Surviving Corporation after the Closing Date, to:

Valo Health, Inc.

399 Boylston Street

Boston, MA 02116

Attention:         David A. Berry, MD, Ph.D

                          Jeffrey Prowda

Email:              dberry@valohealth.com

                          jprowda@valohealth.com

with copies to (which shall not constitute notice):

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attention:         Stuart M. Cable

                          Joseph C. Theis

Email:              scable@goodwinlaw.com

                          jtheis@goodwinlaw.com

or to such other address or addresses as the Parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.

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6. Assignment.

(a) Neither this Agreement nor any of the rights, duties, interests or obligations of the Company or the Surviving Corporation hereunder shall be assigned or delegated by the Company or the Surviving Corporation in whole or in part.

(b) This Agreement and the provisions hereof shall inure to the benefit of, shall be enforceable by and shall be binding upon the respective assigns and successors in interest of holders of Sponsor Shares.

7. No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.

8. Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

9. Headings; Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10. Entire Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among Parties to the extent they relate in any way to the subject matter hereof.

11. Amendments. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by Sponsor, the Company and (prior to the Closing Date) Valo Health.

12. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties.

13. Jurisdiction; Waiver of Jury Trial.

(a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal

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jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 13.

(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

14. Enforcement. The Parties agree that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent any breach, or threatened breach, of this Agreement and to specific enforcement of the terms and provisions of this Agreement, in addition to any other remedy to which any Party is entitled at law or in equity. In the event that any Action shall be brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party hereby waives the defense, that there is an adequate remedy at law, and each Party agrees to waive any requirement for the securing or posting of any bond in connection therewith.

15. Construction. Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement; (iv) the term “Section” refers to the specified Section of this Agreement; (v) the word “including” shall mean “including, without limitation”; (vi) the word “or” shall be disjunctive but not exclusive; (vii) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation; and (viii) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Trading Days are specified.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of the day and year first above written.

KHOSLA VENTURES SPAC SPONSOR LLC
By:
	Name:
	Title:
KHOSLA VENTURES ACQUISITION CO.
By:
	Name:
	Title:
VALO HEALTH, LLC
By:
	Name:
	Title:
VALO HEALTH, INC.
By:
	Name:
	Title:

[Signature Page to Sponsor Vesting Agreement]

EX-10.3

Exhibit 10.3

Execution Version

SPONSOR SUPPORT AGREEMENT

This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of June 9, 2021, by and among Khosla Ventures SPAC Sponsor 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., a Delaware corporation (“Acquiror”), Valo Health, LLC, a Delaware limited liability company (“Company Holdco”) and Valo Health, Inc., a Delaware corporation and direct wholly owned subsidiary of Company Holdco (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

RECITALS

WHEREAS, as of the date hereof, the Sponsors collectively are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the Exchange Act) of 990,000 shares of Acquiror Common Class A Common Stock, 5,000,000 shares of Acquiror Class B Common Stock and 5,000,000 shares of Acquiror Class K Common Stock in the aggregate as set forth on Schedule I attached hereto;

WHEREAS, contemporaneously with the execution and delivery of this Sponsor Agreement, Acquiror, Killington Merger Sub Inc., a Delaware corporation (“Merger Sub”), Company Holdco and the Company, have entered into an Agreement and Plan of Merger (as amended or modified from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant to which, among other transactions, Merger Sub will be merged with and into the Company, with the Company continuing on as the surviving corporation and a wholly owned subsidiary of Acquiror, on the terms and conditions set forth therein; and

WHEREAS, as an inducement to Acquiror, Company Holdco and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties hereto desire to agree to certain matters as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

SPONSOR SUPPORT AGREEMENT; COVENANTS

Section 1.1 Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) to the same extent as such provisions apply to Acquiror as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

Section 1.2 No Transfer. During the period commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 10.1 thereof (the earlier of (a) and (b), the “Expiration Time”) and (c) the liquidation of Acquiror, each Sponsor shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly

or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any shares of Acquiror Common Stock owned by such Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Acquiror Common Stock owned by such Sponsor or (iii) take any action in furtherance of any of the matters described in the foregoing clauses (i) and (ii).

Section 1.3 New Shares. In the event that (a) any shares of Acquiror Common Stock or other equity securities of Acquiror are issued to a Sponsor after the date of this Sponsor Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of Acquiror Common Stock of, on or affecting the shares of Acquiror Common Stock owned by such Sponsor or otherwise, (b) a Sponsor purchases or otherwise acquires beneficial ownership of any shares of Acquiror Common Stock or other equity securities of Acquiror after the date of this Sponsor Agreement, or (c) a Sponsor acquires the right to vote or share in the voting of any shares of Acquiror Common Stock or other equity securities of Acquiror after the date of this Sponsor Agreement (such shares of Acquiror Common Stock or other equity securities of Acquiror, collectively the “New Securities”), then such New Securities acquired or purchased by such Sponsor shall be subject to the terms of this Sponsor Agreement to the same extent as if they constituted the shares of Acquiror Common Stock owned by such Sponsor as of the date hereof.

Section 1.4 Closing Date Deliverables. On the Closing Date, Sponsor Holdco and the KVAC Holders (as defined therein) shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, Sponsor Holdco, the KVAC Holders, and the Target Holders (as defined therein), in substantially the form attached as Exhibit C to the Merger Agreement.

Section 1.5 Sponsor Agreements.

(a) At any meeting of the stockholders of Acquiror, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of Acquiror is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its shares of Acquiror Common Stock to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its shares of Acquiror Common Stock:

(i) in favor of each Transaction Proposal;

(ii) in any other circumstances upon which a consent or other approval is required under the certificate of incorporation of Acquiror, as amended from time to time, or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all shares of Acquiror Common Stock held at such time in favor thereof, including any Anti-Dilution Waiver;

(iii) against any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the Transaction Proposals);

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(iv) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror;

(v) against any change in the business, management or Board of Directors of Acquiror (other than in connection with the Transaction Proposals); and

(vi) against any and all other proposals that could reasonably be expected to (A) delay or impair the ability of Acquiror or Merger Sub to consummate the Transactions or (B) except as contemplated by the Merger Agreement and Transaction Proposals, change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Acquiror.

Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

(b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain (i) Letter Agreement, dated as of March 3, 2021, by and among the Sponsors and Acquiror (the “Voting Letter Agreement”), including the obligations of the Sponsors pursuant to Section 1 therein to not redeem any shares of Acquiror Common Stock owned by such Sponsor in connection with the transactions contemplated by the Merger Agreement, (ii) Forward Purchase Agreement entered into as of March 3, 2021 between Acquiror and Sponsor Holdco (the “Forward Purchase Agreement”) and (iii) the Sponsor Vesting Agreement (as defined below). Each Sponsor and Acquiror agrees not to amend, modify, waive, or terminate, or assign any of its rights, interests or obligations under, such agreements without the prior written consent of the Company or Company Holdco.

(c) In connection with the execution of this Agreement, Sponsor Holdco shall deliver to Acquiror, Company Holdco and the Company the Sponsor Vesting Agreement by and between Sponsor Holdco and Acquiror in the form attached hereto as Exhibit A. Sponsor Holdco and Acquiror agree not to amend, modify, waive or terminate such agreements without the prior written consent of the Company or Company Holdco.

(d) During the period commencing on the date hereof and ending on the earlier of the consummation of the Closing and the termination of the Merger Agreement pursuant to Article X thereof, each Sponsor shall not modify or amend any Contract between or among such Sponsor, anyone related by blood, marriage or adoption to such Sponsor or any Affiliate of such Sponsor (other than Acquiror or any of its Subsidiaries), on the one hand, and Acquiror or any of Acquiror’s Subsidiaries, on the other hand, including, for the avoidance of doubt, the Voting Letter Agreement.

Section 1.6 Further Assurances. Each Sponsor shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), in each case as reasonably mutually requested by Acquiror and the Company, to effect the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein.

Section 1.7 No Inconsistent Agreement. Each Sponsor hereby represents and covenants that such Sponsor has not entered into, and shall not enter into, any agreement that would in any material respect restrict, limit or interfere with the performance of such Sponsor’s obligations hereunder.

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Section 1.8 Lock-Up Agreement. Each Sponsor will deliver to Acquiror, substantially simultaneously with the Effective Time, a duly executed copy of the Lock-Up Agreement, in the form attached as Exhibit B.

Section 1.9 Waiver of Anti-Dilution Provision. Sponsor Holdco hereby (but subject to the consummation of the Merger) waives (for itself, for its successors, heirs and assigns), to the fullest extent permitted by law and the Second Amended and Restated Certificate of Incorporation of Acquiror (as may be amended from time to time, the “Certificate of Incorporation”), the provisions of (a) Section 4.3(b) of the Certificate of Incorporation to have the Acquiror Class B Common Stock convert to Acquiror Class A Common Stock at a ratio of greater than 1:1.217647, (b) Section 4.3(c) to have the Acquiror Class K Common Stock convert to Acquiror Class A Common Stock at a ratio of greater than 1:1.7394958 and (c) any other adjustments or anti-dilution protections that arise in connection with the issuance of shares of Acquiror Common Stock (the “Anti-Dilution Waiver”). The waiver specified in this Section 1.9 shall be applicable only in connection with the transactions contemplated by the Merger Agreement and this Agreement (and any shares of Acquiror Class A Common Stock or equity-linked securities issued in connection with the transactions contemplated by the Merger Agreement and this Agreement) and shall be void and of no force and effect if the Merger Agreement shall be terminated for any reason.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Sponsors. Each Sponsor represents and warrants as of the date hereof to Acquiror, Company Holdco and the Company (solely with respect to itself, himself or herself and not with respect to any other Sponsor) as follows:

(a) Organization; Due Authorization. If such Sponsor is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Sponsor’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor. If such Sponsor is an individual, such Sponsor has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Sponsor Agreement has been duly executed and delivered by such Sponsor and, assuming due authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Agreement has full power and authority to enter into this Sponsor Agreement on behalf of the applicable Sponsor.

(b) Ownership. Such Sponsor is the record and beneficial owner (as defined in Rule 13d-3 of the Exchange Act) of, and has good title to, all of such Sponsor’s shares of Acquiror Common Stock, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Acquiror Common Stock (other than transfer restrictions under the Securities Act and, in the case of Sponsor Holdco, pursuant to that certain Sponsor Voting Agreement, dated as of March 26, 2021, by and among Sponsor Holdco and Acquiror (the “Sponsor Voting Agreement”)) affecting any such shares of Acquiror Common Stock, other than Liens pursuant to

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(i) this Sponsor Agreement, (ii) the Acquiror Governing Documents, (iii) the Merger Agreement, (iv) the Voting Letter Agreement or (v) any applicable securities Laws. Such Sponsor’s shares of Acquiror Common Stock are the only equity securities in Acquiror owned of record or beneficially by such Sponsor on the date of this Sponsor Agreement, and none of such Sponsor’s shares of Acquiror Common Stock are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such shares of Acquiror Common Stock, except as provided hereunder, under the Voting Letter Agreement and, in the case of Sponsor Holdco, the Sponsor Voting Agreement. Other than pursuant to the Forward Purchase Agreement and for shares of Acquiror Class B Common Stock and shares of Acquiror Class K Common Stock, as applicable, such Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any equity securities convertible into, or which can be exchanged for, equity securities of Acquiror.

(c) No Conflicts. The execution and delivery of this Sponsor Agreement by such Sponsor does not, and the performance by such Sponsor of his, her or its obligations hereunder will not, (i) if such Sponsor is not an individual, conflict with or result in a violation of the organizational documents of such Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract binding upon such Sponsor or such Sponsor’s shares of Acquiror Common Stock), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Sponsor of its, his or her obligations under this Sponsor Agreement.

(d) Litigation. There are no Actions pending against such Sponsor, or to the knowledge of such Sponsor threatened against such Sponsor, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Sponsor of its, his or her obligations under this Sponsor Agreement.

(e) Brokerage Fees. Except for the deferred underwriting commissions and other fees being held in the Trust Account and for fees payable pursuant to the letter agreement with J.P. Morgan Securities LLC dated April 25, 2021 in connection with the PIPE Investment, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by such Sponsor, for which Acquiror or any of its Affiliates may become liable.

(f) Affiliate Agreements. Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

(g) Acknowledgment. Such Sponsor understands and acknowledges that each of Acquiror, Company Holdco and the Company is entering into the Merger Agreement in reliance upon such Sponsor’s execution and delivery of this Sponsor Agreement.

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ARTICLE III

MISCELLANEOUS

Section 3.1 Termination. This Sponsor Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest of (a) the Expiration Time, (b) the liquidation of Acquiror and (c) the written agreement of the Sponsor, Acquiror and either Company Holdco or the Company. Upon such termination of this Sponsor Agreement, all obligations of the parties under this Sponsor Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Sponsor Agreement shall not relieve any party hereto from liability arising in respect of any willful breach of this Sponsor Agreement prior to such termination. This ARTICLE III shall survive the termination of this Agreement.

Section 3.2 Miscellaneous. Sections 11.7 (Governing Law), 11.13 (Severability) 11.14 (Jurisdiction; Waiver of Jury Trial), and 11.15 (Enforcement) of the Merger Agreement are incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.

Section 3.3 Assignment. This Sponsor Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Sponsor Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.

Section 3.4 Amendment; Waiver. This Sponsor Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Acquiror, the Sponsor Holdco and either Company Holdco or the Company.

Section 3.5 Notices. All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

If to Acquiror:

Khosla Ventures Acquisition Co.

2128 Sand Hill Rd.

Menlo Park, CA 94025

Attention:         Samir Kaul

                          Peter Buckland

Email:              sk@khoslaventures.com

                          pb@khoslaventures.com

with a copy to (which will not constitute notice):

Latham & Watkins LLP

505 Montgomery Street

Suite 2000

San Francisco, California 94111

Attention:         Jim Morrone

                          Luke J. Bergstrom

                          Lauren Lefcoe

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Email:              jim.morrone@lw.com

                          luke.bergstrom@lw.com

                          lauren.lefcoe@lw.com

If to Company Holdco or the Company:

Valo Health, Inc.

399 Boylston Street

Boston, MA 02116

Attention:         David A. Berry, MD, Ph.D.;

                          Jeffrey Prowda

Email:              dberry@valohealth.com

                          jprowda@valohealth.com

with a copy to (which shall not constitute notice):

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attention:         Stuart M. Cable

                          Joseph C. Theis

Email:              scable@goodwinlaw.com

                          jtheis@goodwinlaw.com

If to a Sponsor:

To such Sponsor’s address set forth in Schedule I

with a copy to (which will not constitute notice):

Latham & Watkins LLP

505 Montgomery Street

Suite 2000

San Francisco, California 94111

Attention:         Jim Morrone

                          Luke J. Bergstrom

                          Lauren Lefcoe

Email:              jim.morrone@lw.com

                          luke.bergstrom@lw.com

                          lauren.lefcoe@lw.com

Notwithstanding the foregoing, in the event notice is delivered pursuant to this Section 3.5 by a means other than email, such party shall email such notice within one (1) Business Day of delivery of such notice by such other means.

Section 3.6 Counterparts. This Sponsor Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.

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Section 3.7 Entire Agreement. This Sponsor Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent they relate in any way to the subject matter hereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Sponsors, Acquiror, Company Holdco and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written above.

SPONSORS:
KHOSLA VENTURES SPAC SPONSOR LLC
By:
	Name:
	Title:
Name: Vinod Khosla
Name: Samir Kaul
Name: Peter Buckland
Name: Jagdeep Singh
Name: Derek Anthony West
Name: Rajiv Shah
Name: Molly Coye
Name: Mario Schlosser
Name: Dmitri Shklovsky

[Signature Page to Sponsor Support Agreement]

ACQUIROR:
KHOSLA VENTURES ACQUISITION CO.
By:
	Name:
	Title:

[Signature Page to Sponsor Support Agreement]

COMPANY HOLDCO:
VALO HEALTH LLC
By:
	Name:
	Title:
COMPANY:
VALO HEALTH, INC.
By:
	Name:
	Title:

[Signature Page to Sponsor Support Agreement]

Schedule I

Sponsor Acquiror Common Stock

Sponsor	Acquiror Class A Common Stock			Acquiror Class B Common Stock			Acquiror Class K Common Stock
Khosla Ventures SPAC Sponsor LLC c/o Khosla Ventures Acquisition Co. 2128 Sand Hill Rd. Menlo Park, CA 94025		990,000			4,760,000			5,000,000
Vinod Khosla c/o Khosla Ventures Acquisition Co. 2128 Sand Hill Rd. Menlo Park, CA 94025		–	(1)		–	(1)		–	(1)
Samir Kaul c/o Khosla Ventures Acquisition Co. 2128 Sand Hill Rd. Menlo Park, CA 94025		–	(1)		–	(1)		–	(1)
Peter Buckland c/o Khosla Ventures Acquisition Co. 2128 Sand Hill Rd. Menlo Park, CA 94025		–			–			–
Jagdeep Singh c/o Khosla Ventures Acquisition Co. 2128 Sand Hill Rd. Menlo Park, CA 94025		–			40,000			–
Derek Anthony West c/o Khosla Ventures Acquisition Co. 2128 Sand Hill Rd. Menlo Park, CA 94025		–			40,000			–

[Schedule I to Sponsor Support Agreement]

Rajiv Shah c/o Khosla Ventures Acquisition Co. 2128 Sand Hill Rd. Menlo Park, CA 94025	–	40,000	–
Molly Coye c/o Khosla Ventures Acquisition Co. 2128 Sand Hill Rd. Menlo Park, CA 94025	–	40,000	–
Mario Schlosser c/o Khosla Ventures Acquisition Co. 2128 Sand Hill Rd. Menlo Park, CA 94025	–	40,000	–
Dmitri Shklovsky c/o Khosla Ventures Acquisition Co. 2128 Sand Hill Rd. Menlo Park, CA 94025	–	40,000	–

(1) Messrs. Khosla and Kaul may be deemed to beneficially own securities held by Khosla Ventures SPAC Sponsor LLC by virtue of their shared control over Khosla Ventures SPAC Sponsor LLC. Each of Messrs. Khosla and Kaul disclaims beneficial ownership of securities held by Khosla Ventures SPAC Sponsor LLC.

[Schedule I to Sponsor Support Agreement]

Schedule II

Affiliate Agreements

1. Registration Rights Agreement, dated March 3, 2021, between Acquiror, Sponsor Holdco and certain other security holders named therein.

2. Letter Agreement, dated March 3, 2021, between Acquiror and the Sponsors.

3. Sponsor Voting Agreement, dated March 26, 2021, between Acquiror and Sponsor Holdco.

4. Private Placement Shares Purchase Agreement, dated March 3, 2021, between Acquiror and Sponsor Holdco.

5. Forward Purchase Agreement, dated March 3, 2021, between Acquiror and Sponsor Holdco.

6. Indemnity Agreement, dated March 3, 2021, between Acquiror and Peter Buckland.

7. Indemnity Agreement, dated March 3, 2021, between Acquiror and Jagdeep Singh.

8. Indemnity Agreement, dated March 3, 2021, between Acquiror and Derek Anthony West.

9. Indemnity Agreement, dated March 3, 2021, between Acquiror and Rajiv Shah.

10. Indemnity Agreement, dated March 3, 2021, between Acquiror and Molly Coye.

11. Indemnity Agreement, dated March 3, 2021, between Acquiror and Mario Schlosser.

12. Indemnity Agreement, dated March 3, 2021, between Acquiror and Dmitri Shklovsky.

13. Indemnity Agreement, dated March 3, 2021, between Acquiror and Samir Kaul.

14. Subscription Agreement, dated June 9, 2021, between Acquiror and an affiliate of certain of the Sponsors.

[Schedule II to Sponsor Support Agreement]

Exhibit A

Sponsor Vesting Agreement

Exhibit B

Lock-Up Agreement

EX-10.4

Exhibit 10.4

Execution Version

MEMBER SUPPORT AGREEMENT

This Member Support Agreement (this “Agreement”) is dated as of June 9, 2021, by and among Khosla Ventures Acquisition Co., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Member” and, collectively, the “Members”), Valo Health, LLC, a Delaware limited liability company (“Company Holdco”) and Valo Health, Inc., a Delaware Corporation and direct wholly owned subsidiary of Company Holdco (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).

RECITALS

WHEREAS, as of the date hereof, the Members are the holders of record and “beneficial owners” (within the meaning of Rule 13d-3 of the Exchange Act) of such number of Company Holdco Units as are indicated opposite each of their names on Schedule I attached hereto (all such Company Holdco Units, together with any Company Holdco Units and shares of Company Common Stock of which ownership of record or the power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by any such Member during the period from the date hereof through the Expiration Time (including in connection with the Pre-Closing Restructuring) are referred to herein as the “Subject Securities”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, Acquiror, Killington Merger Sub Inc., a Delaware corporation (“Merger Sub”), Company Holdco and the Company, have entered into an Agreement and Plan of Merger (as amended or modified from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant to which, among other transactions, Merger Sub will be merged with and into the Company, with the Company continuing on as the surviving corporation and a wholly owned subsidiary of Acquiror, on the terms and conditions set forth therein (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, including the Pre-Closing Restructuring, the “Transactions”);

WHEREAS, no later than one (1) business day prior to the Closing Date and subject to the conditions of the Merger Agreement, Company Holdco and the Company shall consummate the Pre-Closing Restructuring, pursuant to which, among other things, Company Holdco will merge with and into the Company, with the Company being the surviving corporation and, after giving effect to such merger, the former holders of all of the outstanding Company Holdco Units will collectively own all of the outstanding shares of Company Common Stock;

WHEREAS, upon the Effective Time and following the Pre-Closing Restructuring, each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive a certain number of shares of Acquiror Class A Common Stock;

WHEREAS, upon consummation of the Merger, each of the agreements set forth on Schedule II attached hereto (collectively, the “Investment Agreements”) will automatically terminate without any further action on the part of the parties thereto pursuant to their respective terms; and

WHEREAS, as an inducement to Acquiror, Company Holdco and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties hereto desire to agree to certain matters as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

MEMBER SUPPORT AGREEMENT; COVENANTS

Section 1.1 Compliance with Merger Agreement. Each Member hereby acknowledges that it has read the Merger Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. Each Member shall be bound by and comply with Sections 6.6 (Acquisition Proposals) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) to the same extent as such provisions apply to the Company Parties as if such Member was an original signatory to the Merger Agreement with respect to such provisions.

Section 1.2 No Transfer. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 10.1 thereof (the “Expiration Time”), except as expressly contemplated by the Merger Agreement or with the prior written consent of Acquiror, each Member shall not (i) sell, offer to sell, contract or agree to sell, transfer (including by operation of law), hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities (clauses (i) and (ii) collectively, a “Transfer”) or (iii) take any action in furtherance of any of the matters described in the foregoing clauses (i) and (ii); provided, however, that the foregoing shall not apply to any Transfer to a Member’s Affiliates, provided that such transferee agrees in a written agreement to be bound by this Agreement prior to the occurrence of such Transfer.

Section 1.3 New Shares. In the event that, during the period commencing on the date hereof and ending at the Expiration Time, (a) any Subject Securities are issued to a Member after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Subject Securities or otherwise (including in connection with the Pre-Closing Restructuring), (b) a Member purchases or otherwise acquires beneficial ownership of any Subject Securities or (c) a Member acquires the right to vote or share in the voting of any Subject Securities (collectively the “New Securities”), then such New Securities acquired or purchased by such Member shall be subject to the terms of this Agreement to the same extent as if they constituted the Subject Securities owned by such Member as of the date hereof.

Section 1.4 Member Agreements. Hereafter until the Expiration Time, each Member hereby unconditionally and irrevocably agrees that, at any meeting of the members of Company Holdco, or following the Pre-Closing Restructuring, stockholders of the Company (in each case, including any adjournment or postponement thereof), and in any action by written consent of the members of Company Holdco, or following the Pre-Closing Restructuring, stockholders of Company, requested by the Board of Directors of Company Holdco or the Company or otherwise undertaken as contemplated by the Transactions, including in the form attached as Exhibit A (which written consent shall be delivered as promptly as reasonably practicable, and in any event within three (3) Business Days, after the Registration Statement (as contemplated by the Merger Agreement) has been declared effective under the Securities Act and has been delivered or otherwise made available to the stockholders of Acquiror and the members of Company Holdco), such Member shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Securities to be counted as present thereat for purposes of establishing a quorum, and such Member shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Securities:

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(a) to approve and adopt the Merger Agreement and the Transactions (including the Pre-Closing Restructuring);

(b) to authorize and approve (i) the Merger as a SPAC Transaction (as defined in the Company Holdco Operating Agreement) and (ii) the Pre-Closing Restructuring as a Corporate Conversion (as defined in the Company Holdco Operating Agreement), in each case, pursuant to Section 10.11 of the Company Holdco Operating Agreement;

(c) in any other circumstances upon which a consent or other approval is required under the Company Holdco Operating Agreement, the Investment Agreements, or, following the Pre-Closing Restructuring, the certificate of incorporation of the Company, as amended from time to time or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve (or cause to be voted, consented or approved) all of such Member’s Subject Securities held at such time in favor thereof;

(d) against and withhold consent with respect to any Acquisition Proposal; and

(e) against any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate the Transactions.

Each Member hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

Section 1.5 Proxy

(a) Without limiting any other rights or remedies of the Company Parties, each Member hereby irrevocably appoints each of the Company Holdco and the Company or any individual designated by Company Holdco and the Company as the Member’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of the Member, to attend on behalf of the Member any meeting of the members of the Company Holdco with respect to the matters described in Section 1.4, to include the Subject Securities in any computation for purposes of establishing a quorum at any such meeting of the members of the Company Holdco, to vote (or cause to be voted) the Subject Securities or consent (or withhold consent) with respect to any of the matters described in Section 1.4 in connection with any meeting of the members of the Company Holdco or any action by written consent by the members of the Company Holdco (including the Member Written Consent), in each case, in the event that the Member fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1.4.

(b) The proxy granted by the Member pursuant to Section 1.5(a) is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for the Company Parties entering into the Merger Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Member pursuant to Section 1.5(a) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Member and shall revoke any and all prior proxies granted by the Member with respect to the Subject Securities. The vote or consent of the proxyholder in accordance with Section 1.5(a) and with respect to the matters in Section 1.4 shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Securities and a vote or consent by the Member of the Subject Securities (or any other Person with the power to vote the Subject Securities) with respect to the matters in Section 1.4. The proxyholder may not exercise the proxy granted pursuant to Section 1.5(a) on any matter except those provided in Section 1.4. For the avoidance of doubt, the Member may vote the Subject Securities on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement.

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Section 1.6 No Challenges. Each Member agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Acquiror, Merger Sub, Company Holdco, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into this Agreement, the Merger Agreement or the Transactions (including the Pre-Closing Restructuring).

Section 1.7 Appraisal Rights. Each Member hereby waives and agrees not to exercise any rights of appraisal or rights to dissent from the transactions contemplated by the Merger Agreement that he, she or it may have with respect to the Subject Securities under applicable Law.

Section 1.8 Affiliate Agreements. Each Member hereby agrees and consents to the termination of all Affiliate Agreements set forth on Schedule II attached hereto to which such Member is party, effective as of the Effective Time without any further liability or obligation to Company Holdco, the Company, the Company’s Subsidiaries or Acquiror.

Section 1.9 Registration Rights Agreement. Each of the Members that is a Major Company Stockholder will deliver, substantially simultaneously with the Effective Time, a duly executed copy of the Amended and Restated Registration Rights Agreement, by and among Acquiror, the Target Holders (as defined therein) and the KVAC Holders (as defined therein), in substantially in the form attached as Exhibit C to the Merger Agreement.

Section 1.10 Further Assurances. Each Member shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), in each case as reasonably mutually requested by Acquiror and the Company, to effect the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein.

Section 1.11 No Inconsistent Agreement. Each Member hereby represents and covenants that such Member has not entered into, and shall not enter into, any agreement that would in any material respect restrict, limit or interfere with the performance of such Member’s obligations hereunder.

Section 1.12 Lock-Up Agreement. Each of the Members will deliver to Acquiror, substantially simultaneously with the Effective Time, a duly executed copy of the Lock-Up Agreement, in the form attached as Exhibit B.

Section 1.13 Consent to Disclosure. Each Member hereby consents to the publication and disclosure in the Proxy Statement/Registration Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications provided by Acquiror, Company Holdco or the Company to any Governmental Authority or to securityholders of Acquiror) of such Member’s identity and beneficial ownership of Subject Securities and the nature of such Member’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by Acquiror, Company Holdco or the Company, a copy of this Agreement. Each Member will promptly provide any information reasonably requested by Acquiror, Company Holdco or the Company that is necessary for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

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ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Members. Each Member represents and warrants as of the date hereof to Acquiror, Company Holdco and the Company (solely with respect to itself, himself or herself and not with respect to any other Member) as follows:

(a) Organization; Due Authorization. If such Member is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Member’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Member. If such Member is an individual, such Member has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly executed and delivered by such Member and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Member, enforceable against such Member in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the applicable Member.

(b) Ownership. Such Member is the record and beneficial owner (as defined in Rule 13d-3 of the Exchange Act) of, and has good title to, all of such Member’s Subject Securities, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Securities (other than transfer restrictions under the Securities Act)) affecting any such Subject Securities, other than Liens pursuant to (i) this Agreement, (ii) the Company Holdco Operating Agreement, (iii) the Merger Agreement, or (iv) any applicable securities Laws. Such Member’s Subject Securities are the only equity securities in Company Holdco and the Company owned of record or beneficially by such Member on the date of this Agreement, and none of such Member’s Subject Securities are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Securities, except as provided hereunder and under the Company Holdco Operating Agreement. Such Member does not hold or own any rights to acquire (directly or indirectly) any equity securities of Company Holdco or the Company or any equity securities convertible into, or which can be exchanged for, equity securities of Company Holdco or the Company.

(c) No Conflicts. The execution and delivery of this Agreement by such Member does not, and the performance by such Member of his, her or its obligations hereunder will not, (i) if such Member is not an individual, conflict with or result in a violation of the organizational documents of such Member or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract binding upon such Member or such Member’s Subject Securities) to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Member of its, his or her obligations under this Agreement.

(d) Litigation. There are no Actions pending against such Member, or to the knowledge of such Member threatened against such Member, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Member of its, his or her obligations under this Agreement.

5

(e) Adequate Information. Such Member has been furnished or given access to adequate information concerning the business and financial condition of Acquiror, Company Holdco and the Company to make an informed decision regarding this Agreement and the Transactions and has independently and without reliance upon Acquiror, Company Holdco or the Company and based on such information as such Member has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Member acknowledges that Acquiror, Company Holdco and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Member acknowledges that the agreements contained herein with respect to the Subject Securities held by such Member are irrevocable and result in the waiver of any right of the undersigned to demand appraisal in connection with the Merger under Section 262 of the General Corporation Law of the State of Delaware or any other Law.

(f) Brokerage Fees. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by such Member, for which Company Holdco, the Company or any of its Affiliates may become liable.

(g) Acknowledgment. Such Member understands and acknowledges that each of Acquiror, Company Holdco and the Company is entering into the Merger Agreement in reliance upon such Member’s execution and delivery of this Agreement.

ARTICLE III

MISCELLANEOUS

Section 3.1 Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) the Expiration Time and (b) as to each Member, the written agreement of Acquiror, Company Holdco, the Company and such Member. Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Agreement shall not relieve any party hereto from liability arising in respect of any willful breach of this Agreement prior to such termination. This ARTICLE III shall survive the termination of this Agreement.

Section 3.2 Miscellaneous. Sections 11.7 (Governing Law), 11.13 (Severability) 11.14 (Jurisdiction; Waiver of Jury Trial), and 11.15 (Enforcement) of the Merger Agreement are incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.

Section 3.3 Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.

6

Section 3.4 Amendment; Waiver. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Acquiror, the Members and either Company Holdco or the Company.

Section 3.5 Notices. All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

If to Acquiror:

Khosla Ventures Acquisition Co.

2128 Sand Hill Rd.

Menlo Park, CA 94025

Attention:         Samir Kaul

                          Peter Buckland

Email:              sk@khoslaventures.com

pb@khoslaventures.com

with a copy to (which will not constitute notice):

Latham & Watkins LLP

505 Montgomery Street

Suite 2000

San Francisco, California 94111

Attention:         Jim Morrone

                          Luke J. Bergstrom

                          Lauren Lefcoe

Email:               jim.morrone@lw.com

                          luke.bergstrom@lw.com

                          lauren.lefcoe@lw.com

If to Company Holdco or the Company:

Valo Health, Inc.

399 Boylston Street

Boston, MA 02116

Attention:         David A. Berry, MD, Ph.D.;

                          Jeffrey Prowda

                          Email: dberry@valohealth.com

                          jprowda@valohealth.com

7

with a copy to (which shall not constitute notice):

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attention:         Stuart M. Cable

                          Joseph C. Theis

Email:              scable@goodwinlaw.com

                          jtheis@goodwinlaw.com

If to a Member:

To such Member’s address set forth in Schedule I

with a copy to (which will not constitute notice):

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attention:         Stuart M. Cable

                          Joseph C. Theis

Email:              scable@goodwinlaw.com

                          jtheis@goodwinlaw.com

Notwithstanding the foregoing, in the event notice is delivered pursuant to this Section 3.5 by a means other than email, such party shall email such notice within one (1) Business Day of delivery of such notice by such other means.

Section 3.6 Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.

Section 3.7 Entire Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent they relate in any way to the subject matter hereof.

Section 3.8 Interpretation. The parties hereto each hereby agree that covenant, agreement, promise, representation and/or warranty contained in this Agreement shall be made on a several, and not joint, basis by each party hereto.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

8

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

KDT VH INVESTMENTS, LLC

By:

Name:

Title:

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

PORT-AUX-CHOIX PRIVATE INVESTMENTS INC.

By:

Name:

Title:

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

FLAGSHIP VENTURESLABS VI, LLC

By:

Name:

Title:

FLAGSHIP PIONEERING FUND VI, L.P.

By:

Name:

Title:

NUTRITIONAL HEALTH FUND LTP, L.P.

By:

Name:

Title:

FLAGSHIP PIONEERING SPECIAL OPPORTUNITIES FUND II, L.P.

By:

Name:

Title:

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: David Berry

DAVID BERRY 2012 REVOCABLE TRUST

By:

Name:

Title:

THE BERRY FAMILY IRREVOCABLE TRUST OF 2019

By:

Name:

Title:

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: David Epstein

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: Ronald Hovsepian

MEGAN S HOVSEPIAN 221 IRREVOCABLE TRUST

By:

Name:

Title:

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: Paul Biondi

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: Shreeram Aradhye

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: Harsha Ramalingam

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: Graeme Bell

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: Daniel Troy

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: Nish Lathia

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: Hilary Malone

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: Adam Smalley

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: Brett Chug

[Signature Page to Member Support Agreement]

IN WITNESS WHEREOF, the Members, Acquiror, Company Holdco and the Company have each caused this Member Support Agreement to be duly executed as of the date first written above.

MEMBERS:

Name: Judy Lewent

[Signature Page to Member Support Agreement]

ACQUIROR:
KHOSLA VENTURES ACQUISITION CO.
By:
	Name:
	Title:

[Signature Page to Member Support Agreement]

COMPANY HOLDCO:
VALO HEALTH, LLC
By:
	Name:
	Title:
COMPANY:
VALO HEALTH, INC.
By:
	Name:
	Title:

[Signature Page to Member Support Agreement]

Schedule I

Company Member Subject Securities

Holder	Common Units	Series A Preferred Units	Series B Preferred Units	Incentive Units	Notice Information
KDT VH Investments, LLC	0	0	18,753,503	0	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116 With a copy to: c/o Koch Disruptive Technologies, LLC 4111 East 37th Street North Wichita, Kansas 67220
Port-aux-Choix Private Investments Inc.	0	12,500,000	8,505,137	0	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116 With a copy to: 1250 René-Lévesque Boulevard West, Suite 1400 Montréal, Québec Canada H3B 5E9 With a copy to: Charlotte E. Muellers at CEMuellers@investpsp.com Adam Smalley at ASmalley@investpsp.com Brian Myers at BMyers@investpsp.com

[Schedule I to Member Support Agreement]

Holder	Common Units	Series A Preferred Units	Series B Preferred Units	Incentive Units	Notice Information
Flagship VentureLabs VI, LLC	74,710,000	0	0	0	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116 With a copy to: 55 Cambridge Parkway, Suite 800E Cambridge, MA 02142
Flagship Pioneering Fund VI, L.P.	0	6,199,821	1,701,027	0	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116 With a copy to: 55 Cambridge Parkway, Suite 800E Cambridge, MA 02142
Nutritional Health Fund LTP, L.P.	0	750,000	0	0	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116 With a copy to: 55 Cambridge Parkway, Suite 800E Cambridge, MA 02142
Flagship Pioneering Special Opportunities Fund II, L.P.	0	0	2,551,541	0	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116 With a copy to: 55 Cambridge Parkway, Suite 800E Cambridge, MA 02142

[Schedule I to Member Support Agreement]

Holder	Common Units	Series A Preferred Units	Series B Preferred Units	Incentive Units	Notice Information
David Berry 2012 Revocable Trust	0	0	0	6,000,000	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
David Berry 2012 Revocable Trust	0	0	0	600,000	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
The Berry Family Irrevocable Trust of 2019	0	0	0	600,000	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
David Berry	0	0	0	0	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
David Epstein	0	0	0	1,200,000	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
Ronald Hovsepian	0	0	0	900,000	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
Megan S Hovsepian 2021 Irrevocable Trust	0	0	0	900,000	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116

[Schedule I to Member Support Agreement]

Holder	Common Units	Series A Preferred Units	Series B Preferred Units	Incentive Units	Notice Information
Paul Biondi	0	0	0	255,713	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116 With a copy to: c/o Flagship Pioneering 55 Cambridge Parkway, Cambridge MA 02142
Shreeram Aradhye	0	0	0	255,713	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
Harsha Ramalingam	0	0	0	383,569	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
Graeme Bell	0	0	21,400	542,336	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
Daniel Troy	0	0	0	602,596	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
Nish Lathia	0	0	0	248,000	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
Hilary Malone	0	0	0	542,336	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116

[Schedule I to Member Support Agreement]

Holder	Common Units	Series A Preferred Units	Series B Preferred Units	Incentive Units	Notice Information
Adam Smalley	0	0	0	0	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116 With a copy to: c/o PSP Investments 1250 Rene-Levesque Blvd, Suite 1400, Montreal, QC H3B 5E9 Canada
Brett Chugg	0	0	0	0	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116 With a copy to: c/o Koch Disruptive Technologies, LLC 4111 East 37th Street North Wichita, Kansas 67220
Judy Lewent	0	0	0	0	c/o Valo Health, Inc. 399 Boylston Street Boston, MA 02116
Total:	74,710,000	19,449,821	31,532,608	13,030,263

[Schedule I to Member Support Agreement]

Schedule II

Investment Agreements

1. Series A Milestone Closing Side Letter, dated as of July 5, 2019, by and between Company Holdco and Port-aux-Choix Private Investments Inc.

2. Side Letter, dated as of December 11, 2020, by and between Company Holdco and Port-aux-Choix Private Investments Inc.

3. Series A Management Rights Letter dated as of July 5, 2019, by and between Flagship Pioneering Fund VI, L.P., Flagship VentureLabs VI, LLC, Nutritional Health LTP Fund, L.P. and Company Holdco.

4. Series B Preferred Unit Investment Management Rights Letter dated as of February 26, 2021 by and between Company Holdco and KDT VH Investments, LLC.

[Schedule II to Member Support Agreement]

Exhibit A

Member Written Consent

Exhibit B

Lock-Up Agreement

EX-99.1

Exhibit 99.1

DRAFT

FOR IMMEDIATE RELEASE

Valo Health and Khosla Ventures Acquisition Co. to Combine and Create Publicly Traded Company Focused on Transforming the Drug Discovery and Development Process

• Valo is building a fully integrated end-to-end human-centric AI-driven drug discovery platform that aims to improve the success rates for the discovery, development and approval of new drugs

• Transaction represents a pro forma market value of approximately $2.8 billion for the combined company

• Valo anticipates the pro forma cash balance of the combined company will be approximately $750 million before expenses, including existing Valo cash, the gross PIPE proceeds and the net cash held in KVAC’s trust, assuming no redemptions

• $168.5 million fully committed PIPE from leading institutional investors including: a leading integrated healthcare delivery network, Khosla Ventures, NG MGG Strategic, Caz Investments, and returning investors Koch Disruptive Technologies, Flagship Pioneering, Public Sector Pension Investment Board (PSP), Invus, State of Michigan Retirement Systems, HBM Healthcare Investments and Longevity Vision Fund

• Net proceeds expected to be used to accelerate the development of Valo’s proprietary technology platform and further scale its therapeutic and data strategy programs

• Valo’s Opal Computational Platform^™ is powered by human-centric data comprising significant longitudinal data and omic data to enable discovery, design, and development of drugs on a single platform spanning the full therapeutic discovery and development process

• Valo and Khosla Ventures Acquisition Co. believe AI and high throughput automation, melded with traditional drug development expertise, have the potential to transform the drug discovery and development industry

• Samir Kaul, Founding Partner and Managing Director at Khosla Ventures to join Valo’s Board of Directors following the completion of the business combination

BOSTON, MA (June 9, 2021) – Valo Health LLC (“Valo”), the technology company using human-centric data and artificial intelligence (AI) powered computation to transform the drug discovery and development process, and Khosla Ventures Acquisition Co. (“KVAC”) (NASDAQ: KVSA), a special purpose acquisition company founded by affiliates of Khosla Ventures, LLC, announced today that they have entered into a definitive merger agreement.

A Flagship Pioneering company, Valo is building a fully-integrated, end-to-end approach to developing drugs from target discovery through approval using its Opal Computational Platform^™. Built on large scale, high quality longitudinal and omics data, Valo’s Opal platform is designed to accelerate the rate of drug discovery compared to that of traditional operators, by allowing information and data to be shared in parallel at every stage of the drug discovery and development process, reducing the dependency on surrogates, and enabling insights across preclinical and clinical to drive towards therapeutic success. Valo has built an internal pipeline with two clinical stage assets and 15 prioritized pre-clinical assets across cardiovascular metabolic renal, neurodegeneration and oncology fields, as well as a deep pipeline of additional candidates. This transaction positions Valo to use the full power of technology to accelerate multiple programs through clinical trials.

David Berry, CEO of Valo, said:

“We see this partnership with KVAC as a unique and fantastic opportunity to bring the future forward to transform and accelerate the discovery and development of life-changing therapeutics. Khosla’s reputation is second to none for building and investing in transformational technology-enabled businesses, and we believe this partnership helps realize our vision—of accelerating the creation of life changing drugs.”

Samir Kaul, Founding Partner and Managing Director at Khosla Ventures, said:

“Khosla Ventures invests in bold, early & impactful companies and believes Valo meets these criteria. Valo is building an end-to-end fully-integrated computational approach to drug discovery and development – one built on human data throughout the entire process. They have already established an impressive lineup of clinical and early discovery therapeutic programs. By bringing powerful computational approaches and human data across the lifecycle of drug discovery and development – aiming to reduce time, cost and risk to programs—Valo offers to potentially change the value curve for a trillion-dollar market segment. Valo fits squarely into the companies we are excited to back and bring our experience to.”

KVAC set out to partner with a private, high quality growth company that intends to address a large market opportunity with highly differentiated and proprietary technology.    KVAC believes there are a number of deeply technical sectors, including pharmaceuticals, climate, food and others, where scale capital can accelerate growth, and where a SPAC vehicle provides a more optimized financing transaction than traditional public financings. KVAC believes that the Valo acceleration model, driven by human-centric data and computation, offers a scalable and differentiated drug development model that meets these criteria—and coupled with the company’s preclinical and clinical programs, has the company well positioned for growth. With two in-licensed clinical stage assets and 15 preclinical programs across cardiovascular metabolic renal, oncology, and neurodegenerative diseases, KVAC believes Valo meets both of the foregoing criteria. KVAC and Valo believe that AI and high throughput automation, melded with traditional drug development expertise, will improve drug discovery in a dramatic way, reduce the significant failure rate inherent in traditional drug development, improve return on research investment and increase drug approvals. KVAC believes that Valo’s use of AI across its pipeline from target discovery and therapeutic development, to clinical development, trial design, and patient care, gives Valo significant advantages over companies that have largely focused AI on trying to improve single points of the therapeutic pipeline. Further, KVAC is excited to partner with Flagship Pioneering, which founded Valo, Indigo, Moderna, and more than 100 science-based businesses, to help Valo revolutionize the pharmaceutical industry.

Transaction Overview

The transaction values the combined company at a pro forma market value of approximately $2.8 billion. The combined company is anticipated to have a pro forma cash balance of approximately $750 million before deducting anticipated transaction expenses, including existing Valo cash of approximately $250 million as of the date hereof, approximately $333 million of net cash held in KVAC’s trust, after deducting deferred underwriting commissions and assuming no redemptions, and a $168.5 million private investment in public equity (“PIPE”) priced at $10.00 per share. Institutional and strategic investors or their affiliates and existing Valo shareholders that have committed to participate in the PIPE include a leading integrated healthcare delivery network, Khosla Ventures, NG MGG Strategic, Caz Investments, and returning investors Koch Disruptive Technologies, Flagship Pioneering, Public Sector Pension Investment Board (PSP Investments), Invus, State of Michigan Retirement Systems, HBM Healthcare Investments and Longevity Vision Fund. Net proceeds from this transaction after transaction expenses will be used to advance Valo’s preclinical and clinical assets, develop its software platform, support new and existing growth initiatives and working capital, and other general purposes.

The sponsor of KVAC has agreed to a 12-month lock-up following the acquisition, with early release based on the achievement of performance targets, as further discussed in the KVAC prospectus. The sponsor has also agreed to subject half of its sponsor promote to a tiered structure that rewards success at performance vesting thresholds, significantly above the current stock price further detailed in the prospectus. In addition, the KVAC sponsor is supporting the SPAC with a $25 million forward purchase agreement backstop and KVAC has no warrants.

The closing of this transaction is anticipated to occur in the third quarter of 2021 and is subject to the approval of KVAC’s stockholders and the satisfaction or waiver of certain other customary closing conditions.

Samir Kaul, Founding Partner and Managing Director at Khosla Ventures, is expected to join Valo’s Board of Directors following the completion of the business combination.

Additional information about the proposed transaction, including a copy of the Business Combination Agreement and an investor presentation, will be provided in a Current Report on Form 8-K to be filed today by KVAC with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.

Advisors

J.P. Morgan Securities LLC is serving as the financial advisor to Valo and as KVAC’s sole placement agent for the PIPE. Goodwin Procter LLP is acting as legal counsel to Valo. Latham & Watkins LLP is acting as legal counsel to KVAC. Cooley LLP is acting as legal counsel to the placement agent.

Presentation Details

Valo and KVAC’s joint investor conference call to discuss the proposed transaction can be accessed via webcast at:

https://services.choruscall.com/mediaframe/webcast.html?webcastid=L2pXMuhi

and Valos’s website: https://www.valohealth.com/investors

About Valo Health

Valo Health, LLC (“Valo”) is a technology company built to transform the drug discovery and development process using human-centric data and artificial intelligence (“AI”) computation. As a digitally native company, Valo aims to full integrate human-centric data across the entire drug development lifecycle into a single unified architecture, thereby accelerating the discovery and development of life-changing drugs while simultaneously reducing the cost, time, and failure rate. The company’s Opal Computational Platform^™ consists of an integrated set of capabilities designed to transform data into valuable insights that may accelerate discoveries and enable Valo to advance a robust pipeline of programs across cardiovascular metabolic renal, oncology, and neurodegenerative disease. Founded by Flagship Pioneering and headquartered in Boston, MA, Valo also has offices in Lexington, MA, San Francisco, CA, Princeton, NJ, and in Branford, CT. To learn more, visit www.valohealth.com.

About Khosla Ventures Acquisition Co.

Khosla Ventures Acquisition Co. (“KVAC”) is a special purpose acquisition company sponsored by affiliates of Khosla Ventures, LLC. Khosla Ventures manages a series of venture capital funds that make early-stage venture capital investments and provide strategic advice to entrepreneurs building companies with lasting significance. The firm was founded in 2004 by Vinod Khosla, co-founder of Sun Microsystems. Khosla Ventures has over $14 billion dollars of assets under management and focuses on a broad range of sectors including artificial intelligence, agriculture/food, consumer, enterprise, financial services, health, space, sustainable energy, robotics, VR/AR and 3D printing. Collectively, Khosla Ventures portfolio of investments has created nearly half a trillion dollars in market value.

The mission of Khosla Ventures is to be bold, early and impactful and to partner with new companies seeking to positively impact the human condition through technology. Khosla Ventures is an investor and close partner to a number of leading companies in machine learning and robotics, including Berkshire Grey and OpenAI. With a special focus on biomedical applications of AI and automation, Khosla Ventures is continuing to partner with companies at multiple stages of development, spanning diagnostics companies like AliveCor in ECG and Caption Health in ultrasound, through lab automation companies like OpenTrons, into machine learning driven therapeutics companies like Atomwise and Deep Genomics.

Additional Information and Where to Find It

This press release relates to a proposed transaction between Valo and KVAC. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. KVAC intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of KVAC, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all KVAC shareholders. KVAC also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of KVAC are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by KVAC through the website maintained by the SEC at www.sec.gov.

The documents filed by KVAC with the SEC also may be obtained free of charge at KVAC’s website at https://khoslaventuresacquisitionco.com/kvsa or upon written request to Secretary at Khosla Ventures Acquisition Co., 2128 Sand Hill Road, Menlo Park, California 94025.

Participants in Solicitation

KVAC and its directors and executive officers may be deemed to be participants in the solicitation of proxies from KVAC’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Valo and KVAC, including statements regarding the anticipated benefits of the transaction, the anticipated timing of the transaction, expected use of proceeds, future financial condition and performance of Valo and expected financial impacts of the transaction (including pro forma enterprise value and cash balance), the satisfaction of closing conditions to the transaction, the PIPE transaction, the level of redemptions of KVAC’s public shareholders and expected future performance and market opportunities of Valo. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and

other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of KVAC’s securities, (ii) the risk that the transaction may not be completed by the business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by either party, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the merger agreement by the shareholders of KVAC, the satisfaction of the minimum trust account amount following any redemptions by KVAC’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vii) the effect of the announcement or pendency of the transaction on Valo’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Valo, (ix) the outcome of any legal proceedings that may be instituted against Valo or against KVAC related to the merger agreement or the proposed transaction, (x) the ability to maintain the listing of KVAC’s securities on a national securities exchange, (xi) changes in the competitive and regulated industries in which Valo operates, variations in operating performance across competitors, changes in laws and regulations affecting Valo’s business and changes in the combined capital structure, (xii) the ability to implement business plans and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive drug discovery and development industry, and (ix) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form S-4 discussed above and other documents filed by KVAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Valo and KVAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Valo nor KVAC gives any assurance that either Valo or KVAC, or the combined company, will achieve its expectations.

Contact Information

Valo

Media:

Jennifer Hanley, VP Corporate Communications

jhanley@valohealth.com

Investor Contact:

Graeme Bell, CFO

Gbell@valohealth.com

KVAC

Peter Buckland, CFO

information@khoslaventures.com

EX-99.2

Exhibit 99.2 Valo Overview Company Overview 2Q21Exhibit 99.2 Valo Overview Company Overview 2Q21

Disclaimer Disclaimer. This presentation (“Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Khosla Ventures Acquisition Co. (“Khosla”) and Valo Health, LLC (“Valo” or the “Company”) and for no other purpose. The information contained herein does not purport to be all inclusive and neither of Khosla, Valo, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. Forward Looking Statements. Certain statements in this Presentation may be considered forward looking statements. Forward looking statements generally relate to future events or Khosla’s or the Company’s future financial or operating performance. For example, statements concerning the following include forward looking statements: development plans for Valo’s platform; the size and growth of markets for Valo’s platform; the Company’s expectations regarding the adoption of the Opal platform in the biotechnology, pharmaceutical and other industries; and the potential effects of the Business Combination on the Company. In some cases, you can identify forward looking statements by terminology such as “may”, “should”, “ expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward looking statements are based upon estimates and assumptions that, while considered reasonable by Khosla and its management, and Valo and its management, as the case may be, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management's control including the inability of the parties to successfully or timely consummate the proposed business combination, or the expected benefits of the proposed business combination or that the approval of the stockholders of Khosla is not obtained; (iii) the ability to maintain the listing of the combined company’s securities on the Nasdaq Capital Market; (iv) the inability to complete the PIPE; (v) the risk that the proposed business combination disrupts current plans and operations of Valo as a result of the announcement and consummation of the transaction described herein; the risk that any of the conditions to closing are not satisfied in the anticipated manner or on the anticipated timeline; the failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial information with respect to Valo and costs related to the proposed business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed business combination; the amount of redemption requests made by Khosla’s public stockholders; the effects of the COVID 19 pandemic, general economic conditions; and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in Khosla’s final prospectus relating to its initial public offering, dated March 3, 2021, and other filings with the Securities and Exchange Commission (‘SEC”), as well as factors associated with companies, such as the Company, that are engaged in drug discovery and development. Nothing in this Presentation should be regarded as a representation by any person that the forward looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. You should not place undue reliance on forward looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Khosla nor the Company undertakes any duty to update these forward looking statements. Additional Information. In connection with the proposed Business Combination, Khosla intends to file with the SEC a registration statement on Form S 4 containing a preliminary proxy statement/prospectus of Khosla, and after the registration statement is declared effective, Khosla will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Khosla ’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Valo, Khosla and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of Khosla as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Khosla Ventures Acquisition Co. , 2128 Sand Hill Road, Menlo Park, CA 94025. 2Q21 2Disclaimer Disclaimer. This presentation (“Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Khosla Ventures Acquisition Co. (“Khosla”) and Valo Health, LLC (“Valo” or the “Company”) and for no other purpose. The information contained herein does not purport to be all inclusive and neither of Khosla, Valo, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. Forward Looking Statements. Certain statements in this Presentation may be considered forward looking statements. Forward looking statements generally relate to future events or Khosla’s or the Company’s future financial or operating performance. For example, statements concerning the following include forward looking statements: development plans for Valo’s platform; the size and growth of markets for Valo’s platform; the Company’s expectations regarding the adoption of the Opal platform in the biotechnology, pharmaceutical and other industries; and the potential effects of the Business Combination on the Company. In some cases, you can identify forward looking statements by terminology such as “may”, “should”, “ expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward looking statements are based upon estimates and assumptions that, while considered reasonable by Khosla and its management, and Valo and its management, as the case may be, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management's control including the inability of the parties to successfully or timely consummate the proposed business combination, or the expected benefits of the proposed business combination or that the approval of the stockholders of Khosla is not obtained; (iii) the ability to maintain the listing of the combined company’s securities on the Nasdaq Capital Market; (iv) the inability to complete the PIPE; (v) the risk that the proposed business combination disrupts current plans and operations of Valo as a result of the announcement and consummation of the transaction described herein; the risk that any of the conditions to closing are not satisfied in the anticipated manner or on the anticipated timeline; the failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial information with respect to Valo and costs related to the proposed business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed business combination; the amount of redemption requests made by Khosla’s public stockholders; the effects of the COVID 19 pandemic, general economic conditions; and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in Khosla’s final prospectus relating to its initial public offering, dated March 3, 2021, and other filings with the Securities and Exchange Commission (‘SEC”), as well as factors associated with companies, such as the Company, that are engaged in drug discovery and development. Nothing in this Presentation should be regarded as a representation by any person that the forward looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. You should not place undue reliance on forward looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Khosla nor the Company undertakes any duty to update these forward looking statements. Additional Information. In connection with the proposed Business Combination, Khosla intends to file with the SEC a registration statement on Form S 4 containing a preliminary proxy statement/prospectus of Khosla, and after the registration statement is declared effective, Khosla will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Khosla ’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Valo, Khosla and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of Khosla as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Khosla Ventures Acquisition Co. , 2128 Sand Hill Road, Menlo Park, CA 94025. 2Q21 2

Disclaimer (con’t) Participants in the Solicitation. Khosla, Valo and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Khosla’s shareholders with respect to the proposed Business Combination. A list of the names of Khosla’s directors and executive officers and a description of their interests in Khosla is contained in Khosla’s final prospectus relating to its initial public offering, dated March 3, 2021, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Khosla Ventures Acquisition Co. , 2128 Sand Hill Road, Menlo Park, CA 94025. Additional information regarding the interests of the participants in the solicitation of proxies from Khosla’s shareholders with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available. No Offer or Solicitation. This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Certain information contained in this Presentation relates to or is based on publications, surveys and the Company’s own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while the Company believes its internal research is reliable, such research has not been verified by any independent source. This meeting and any information communicated at this meeting are strictly confidential and should not be discussed outside your organization. The reader shall not rely upon any statement, representation or warranty made by any other person, firm or corporation in making its investment or decision to invest in the Company. Neither of Khosla, the Company, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives, shall be liable to the reader for any information set forth herein or any action taken or not taken by any reader, including any investment in shares of Khosla or the Company. Valo and Opal are trademarks of Valo Health, LLC. All other trademarks and registered trademarks are property of their respective owners. This document contains the trademarks and service marks of third parties and such trademarks and service marks are the property of their respective owners. These marks may be registered and/or used in the U.S. and other countries around the world. Financial Information. The financial information and data contained in this presentation is unaudited and certain financial information and data does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement / prospectus or registration statement to be filed by Khosla with the SEC in connection with the proposed transaction. The “pro forma” financial data included herein has not been prepared in accordance with Article 11 of the SEC's Regulation S-X, is presented for informational purposes only and may differ materially from the Regulation S-X compliant unaudited pro forma financial statements of Valo to be included in Khosla's proxy statement / prospectus in connection with the proposed Business Combination (when available). In addition, all of Valo's historical financial information included herein is subject to change in accordance with PCAOB auditing standards. 2Q21 3Disclaimer (con’t) Participants in the Solicitation. Khosla, Valo and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Khosla’s shareholders with respect to the proposed Business Combination. A list of the names of Khosla’s directors and executive officers and a description of their interests in Khosla is contained in Khosla’s final prospectus relating to its initial public offering, dated March 3, 2021, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Khosla Ventures Acquisition Co. , 2128 Sand Hill Road, Menlo Park, CA 94025. Additional information regarding the interests of the participants in the solicitation of proxies from Khosla’s shareholders with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available. No Offer or Solicitation. This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Certain information contained in this Presentation relates to or is based on publications, surveys and the Company’s own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while the Company believes its internal research is reliable, such research has not been verified by any independent source. This meeting and any information communicated at this meeting are strictly confidential and should not be discussed outside your organization. The reader shall not rely upon any statement, representation or warranty made by any other person, firm or corporation in making its investment or decision to invest in the Company. Neither of Khosla, the Company, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives, shall be liable to the reader for any information set forth herein or any action taken or not taken by any reader, including any investment in shares of Khosla or the Company. Valo and Opal are trademarks of Valo Health, LLC. All other trademarks and registered trademarks are property of their respective owners. This document contains the trademarks and service marks of third parties and such trademarks and service marks are the property of their respective owners. These marks may be registered and/or used in the U.S. and other countries around the world. Financial Information. The financial information and data contained in this presentation is unaudited and certain financial information and data does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement / prospectus or registration statement to be filed by Khosla with the SEC in connection with the proposed transaction. The “pro forma” financial data included herein has not been prepared in accordance with Article 11 of the SEC's Regulation S-X, is presented for informational purposes only and may differ materially from the Regulation S-X compliant unaudited pro forma financial statements of Valo to be included in Khosla's proxy statement / prospectus in connection with the proposed Business Combination (when available). In addition, all of Valo's historical financial information included herein is subject to change in accordance with PCAOB auditing standards. 2Q21 3

Risk Factors The below list of risk factors has been prepared as part of the Business Combination. The risks presented below are a subset of the general risks related to the business of Valo and the proposed Business Combination, and such list is not exhaustive. The list below has been prepared solely for purposes of the private placement transaction, and solely for potential private placement investors, and not for any other purpose. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by Khosla with the SEC, and you should carefully consider these risks and uncertainties, together with the information in Valo’s consolidated financial statements and related notes. If Valo cannot address any of the following risks and uncertainties effectively, or any other risks and difficulties that may arise in the future, its business, financial condition and results of operations could be materially and adversely affected. The risks described below are not the only risks that Valo faces. Additional risks that Valo currently does not know about or that it currently believes to be immaterial may also impair its business, financial condition or results of operations. You should review this investor presentation and perform your own due diligence and consult with your own financial and legal advisors prior to making an investment in Khosla and Valo. Risks relating to the business of Valo will be disclosed in future documents filed or furnished by Valo and/or Khosla with the SEC, including the documents filed or furnished in connection with the proposed transactions between Valo and Khosla. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of Valo and Khosla and the proposed transactions between Valo and Khosla, and may differ significantly from, and be more extensive than, those presented below. Risks Related to Valo’s Business - Valo has a history of substantial net operating losses and expects that it will continue to incur losses for the foreseeable future. - Valo has not generated any revenue since inception, which, together with its limited operating history and rapid growth, makes evaluating Valo’s current business and prospects difficult and may increase the risk of your investment. - Valo may incur significant costs relating to financing future acquisitions or licensing transactions. If Valo is unable to raise capital when needed or on attractive terms, Valo would be unable to consummate such transactions, forced to delay, scale back or discontinue some of its product candidate development programs or future commercialization efforts. - Valo has not conducted any clinicals trial to date. Valo’s product candidates will require preclinical and clinical development, which are lengthy and expensive processes with uncertain outcomes and the potential for substantial delays. Valo cannot give any assurance that any of its product candidates will be successful in clinical trials or receive regulatory approval, which approval is necessary before such product candidates can be commercialized. - Although Valo believes that its Opal platform has the potential to identify more promising molecules than traditional methods and to accelerate drug discovery and development, Valo’s focus on using its platform technology to discover and design molecules with therapeutic potential may not result in the discovery and development of commercially viable products for Valo or its collaborators. - Valo has invested, and expects to continue to invest, in research and development efforts that further enhance the Opal platform and advance drug candidates. Such investments in technology, data and therapeutic development are inherently risky and may affect Valo’s operating results. If the return on these investments is lower or develops more slowly than Valo expects, its revenues and results of operations may suffer. - If Valo cannot maintain existing partnerships, including its data partnerships, and cannot enter into new partnerships or similar business arrangements, Valo’s business could be adversely affected. - Because Valo has multiple programs and drug candidates in its development pipeline and is pursuing a variety of target indications and treatment modalities, Valo may expend its limited resources to pursue a particular drug candidate and fail to capitalize on opportunities that may be more profitable or for which there is a greater likelihood of success. - Security breaches, loss of data and other disruptions could compromise sensitive information related to Valo’s business or prevent it from accessing critical information and expose it to liability, which could adversely affect Valo’s business and reputation. - The outcome of preclinical development testing and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. - Valo’s success depends on its ability to protect its intellectual property, including trade secrets. - Valo will need to expand its organization and it may experience difficulties in managing this growth, which could disrupt its operations. - The markets in which Valo participates are highly competitive, and if Valo does not compete effectively, including for talent necessary to meet its business goals, its business and operating results could be adversely affected. - Even if Valo receives regulatory approval for any of its current or future product candidates, there can be no assurance that Valo may be successful due to competition, reimbursement landscape and challenges to adoption of its product candidates in the industry in which Valo operates. - Valo may be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially harm Valo’s business and results of operations. - Certain of Valo’s estimates of market opportunity and forecasts of market growth could prove to be inaccurate. - If Valo is unable to attract and retain key employees and hire qualified personnel, its ability to compete and successfully grow its business would be adversely affected. - Valo may need to raise additional funds and these funds may not be available when needed. - Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect Valo’s business and future profitability. - Business interruptions resulting from the coronavirus disease (COVID-19) outbreak or similar public health crises could cause a disruption of the development of Valo’s product candidates and adversely impact its business. Risks Related to the Business Combination - The consummation of the Business Combination is subject to a number of conditions, including entry into a definitive agreement and plan of merger (the “Merger Agreement”), and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. - There is no guarantee that a Khosla stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better economic position. - If the Business Combination benefits do not meet the expectation of investors or securities or analysts, the market price of Khosla’s securities or, following the consummation of the Business Combination, the combined company’s securities may decline. - Potential legal proceedings in connection with the Business Combination, the outcome of which may be uncertain, could delay or prevent the completion of the Business Combination. - Following the consummation of the Business Combination, the combined company (“New Valo”) will be an “emerging growth company” and it cannot be certain if the required disclosure requirements applicable to emerging growth companies will make the post-combination company’s common stock less attractive to investors and may make it more difficult to compare performance with other public companies. - New Valo will incur significantly increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations. 2Q21 4Risk Factors The below list of risk factors has been prepared as part of the Business Combination. The risks presented below are a subset of the general risks related to the business of Valo and the proposed Business Combination, and such list is not exhaustive. The list below has been prepared solely for purposes of the private placement transaction, and solely for potential private placement investors, and not for any other purpose. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by Khosla with the SEC, and you should carefully consider these risks and uncertainties, together with the information in Valo’s consolidated financial statements and related notes. If Valo cannot address any of the following risks and uncertainties effectively, or any other risks and difficulties that may arise in the future, its business, financial condition and results of operations could be materially and adversely affected. The risks described below are not the only risks that Valo faces. Additional risks that Valo currently does not know about or that it currently believes to be immaterial may also impair its business, financial condition or results of operations. You should review this investor presentation and perform your own due diligence and consult with your own financial and legal advisors prior to making an investment in Khosla and Valo. Risks relating to the business of Valo will be disclosed in future documents filed or furnished by Valo and/or Khosla with the SEC, including the documents filed or furnished in connection with the proposed transactions between Valo and Khosla. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of Valo and Khosla and the proposed transactions between Valo and Khosla, and may differ significantly from, and be more extensive than, those presented below. Risks Related to Valo’s Business - Valo has a history of substantial net operating losses and expects that it will continue to incur losses for the foreseeable future. - Valo has not generated any revenue since inception, which, together with its limited operating history and rapid growth, makes evaluating Valo’s current business and prospects difficult and may increase the risk of your investment. - Valo may incur significant costs relating to financing future acquisitions or licensing transactions. If Valo is unable to raise capital when needed or on attractive terms, Valo would be unable to consummate such transactions, forced to delay, scale back or discontinue some of its product candidate development programs or future commercialization efforts. - Valo has not conducted any clinicals trial to date. Valo’s product candidates will require preclinical and clinical development, which are lengthy and expensive processes with uncertain outcomes and the potential for substantial delays. Valo cannot give any assurance that any of its product candidates will be successful in clinical trials or receive regulatory approval, which approval is necessary before such product candidates can be commercialized. - Although Valo believes that its Opal platform has the potential to identify more promising molecules than traditional methods and to accelerate drug discovery and development, Valo’s focus on using its platform technology to discover and design molecules with therapeutic potential may not result in the discovery and development of commercially viable products for Valo or its collaborators. - Valo has invested, and expects to continue to invest, in research and development efforts that further enhance the Opal platform and advance drug candidates. Such investments in technology, data and therapeutic development are inherently risky and may affect Valo’s operating results. If the return on these investments is lower or develops more slowly than Valo expects, its revenues and results of operations may suffer. - If Valo cannot maintain existing partnerships, including its data partnerships, and cannot enter into new partnerships or similar business arrangements, Valo’s business could be adversely affected. - Because Valo has multiple programs and drug candidates in its development pipeline and is pursuing a variety of target indications and treatment modalities, Valo may expend its limited resources to pursue a particular drug candidate and fail to capitalize on opportunities that may be more profitable or for which there is a greater likelihood of success. - Security breaches, loss of data and other disruptions could compromise sensitive information related to Valo’s business or prevent it from accessing critical information and expose it to liability, which could adversely affect Valo’s business and reputation. - The outcome of preclinical development testing and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. - Valo’s success depends on its ability to protect its intellectual property, including trade secrets. - Valo will need to expand its organization and it may experience difficulties in managing this growth, which could disrupt its operations. - The markets in which Valo participates are highly competitive, and if Valo does not compete effectively, including for talent necessary to meet its business goals, its business and operating results could be adversely affected. - Even if Valo receives regulatory approval for any of its current or future product candidates, there can be no assurance that Valo may be successful due to competition, reimbursement landscape and challenges to adoption of its product candidates in the industry in which Valo operates. - Valo may be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially harm Valo’s business and results of operations. - Certain of Valo’s estimates of market opportunity and forecasts of market growth could prove to be inaccurate. - If Valo is unable to attract and retain key employees and hire qualified personnel, its ability to compete and successfully grow its business would be adversely affected. - Valo may need to raise additional funds and these funds may not be available when needed. - Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect Valo’s business and future profitability. - Business interruptions resulting from the coronavirus disease (COVID-19) outbreak or similar public health crises could cause a disruption of the development of Valo’s product candidates and adversely impact its business. Risks Related to the Business Combination - The consummation of the Business Combination is subject to a number of conditions, including entry into a definitive agreement and plan of merger (the “Merger Agreement”), and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. - There is no guarantee that a Khosla stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better economic position. - If the Business Combination benefits do not meet the expectation of investors or securities or analysts, the market price of Khosla’s securities or, following the consummation of the Business Combination, the combined company’s securities may decline. - Potential legal proceedings in connection with the Business Combination, the outcome of which may be uncertain, could delay or prevent the completion of the Business Combination. - Following the consummation of the Business Combination, the combined company (“New Valo”) will be an “emerging growth company” and it cannot be certain if the required disclosure requirements applicable to emerging growth companies will make the post-combination company’s common stock less attractive to investors and may make it more difficult to compare performance with other public companies. - New Valo will incur significantly increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations. 2Q21 4

Combination of Khosla & Valo Health creates an industry-defining opportunity 1 Select KV Investments Khosla Ventures (KV): Bold… Early… Impactful - Early investors in industry-defining companies across $33B $17B market cap multiple verticals market cap 1 - Investments with $395B+ in value $48B $5B - KV has $14B+ AUM; 15 years+ of exceptional market cap market cap performance; investor alignment Focus on long-term performance $16B $16B 2 market cap market cap - Tiered promote structure rewards success, aligning KV & Valo $5B $121B - Sponsor will not sell/transfer any shares until the first 2 valuation market cap to occur of 1 years following the acquisition or the achievement of performance targets $39B $95B - KV supporting SPAC via $25M Forward Purchase valuation valuation Agreement backstop KV Acquisition Company Team - Vinod Khosla, Founder Samir Kaul, CEO Peter Buckland, CFO Founder & Managing Director at KV Former general partner at Kleiner Perkins Founding Partner and Managing Director at KV Partner, Managing Director, and COO at KV Previously founded and served as CEO of Sun Former partner at Flagship Ventures Former partner at WilmerHale LLP Microsystems [1] Market capitalization as of April 12, 2021 or last publicly disclosed funding round 2Q21 5 [2] IncubatedCombination of Khosla & Valo Health creates an industry-defining opportunity 1 Select KV Investments Khosla Ventures (KV): Bold… Early… Impactful - Early investors in industry-defining companies across $33B $17B market cap multiple verticals market cap 1 - Investments with $395B+ in value $48B $5B - KV has $14B+ AUM; 15 years+ of exceptional market cap market cap performance; investor alignment Focus on long-term performance $16B $16B 2 market cap market cap - Tiered promote structure rewards success, aligning KV & Valo $5B $121B - Sponsor will not sell/transfer any shares until the first 2 valuation market cap to occur of 1 years following the acquisition or the achievement of performance targets $39B $95B - KV supporting SPAC via $25M Forward Purchase valuation valuation Agreement backstop KV Acquisition Company Team - Vinod Khosla, Founder Samir Kaul, CEO Peter Buckland, CFO Founder & Managing Director at KV Former general partner at Kleiner Perkins Founding Partner and Managing Director at KV Partner, Managing Director, and COO at KV Previously founded and served as CEO of Sun Former partner at Flagship Ventures Former partner at WilmerHale LLP Microsystems [1] Market capitalization as of April 12, 2021 or last publicly disclosed funding round 2Q21 5 [2] Incubated

Pro forma valuation and ownership 1 TRANSACTION OVERVIEW ILLUSTRATIVE PRO FORMA OWNERSHIP Share price $10.00 1 Pro forma shares outstanding 281.1 Equity value $2,810.9 (+) Debt [0.0] (-) Pro forma cash (488.0) Firm value $2,322.9 FOCUS ON LONG-TERM PERFORMANCE SOURCES 3 - Tiered promote structure rewards success, aligning KV and Valo Valo rollover equity $2,250.0 2 Khosla cash held in trust 345.0 - Sponsor will not sell/transfer any shares until the first to occur of 1 year following the acquisition or the achievement of performance PIPE investment 168.5 4 targets Total sources $2,763.5 - KV supporting SPAC via $25M Forward Purchase Agreement USES backstop Cash to balance sheet $485.5 - Warrant-less SPAC structure Equity consideration to existing investors 2,250.0 2 Estimated transaction expenses 28.0 Total uses $2,763.5 Source: Company filings and estimates; Amounts are $mm, except per share price [1] Assumes no share redemptions and excludes impact of shares subject to price-vesting; Estimated common shares outstanding based on common shares owned by KVSA public shareholders (34.5mm), KVSA Sponsor/Board (6.1mm), PIPE (16.9mm), and legacy Value (225.0mm); [2] Estimated transaction fees and expenses for both SPAC and target including deferred underwriting fees, PIPE fee, financing fees and advisory, legal, accounting, and other fees. [3] At the closing of the Business Combination, all of the outstanding shares of Class B common stock will convert into an aggregate of 6,088,235 shares of the surviving company’s Class A common stock; and (b) all of the outstanding shares of Class K common stock will convert into up to an aggregate of 8,697,479 shares of the surviving company’s Class A common stock, but only to the extent certain triggering events occur prior to the 10th anniversary of the Business Combination, including three equal triggering events based on the surviving company’s stock trading at $30.00, $40.00 and $50.00 per share following the first anniversary of the closing and also upon specified strategic transactions. For additional information, see Khosla’s final prospectus relating to its initial public offering (the “Prospectus”). [4] Performance targets are triggered with respect to Class B common shares (x) if the closing price of the surviving company’s Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) on the date on which the surviving company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Business Combination that results in all of the surviving company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. For additional information, see the 2Q21 6 Prospectus. Class A shares issued upon conversion of any Class K shares will not be subject to restrictions on transfer except as described in the Prospectus.Pro forma valuation and ownership 1 TRANSACTION OVERVIEW ILLUSTRATIVE PRO FORMA OWNERSHIP Share price $10.00 1 Pro forma shares outstanding 281.1 Equity value $2,810.9 (+) Debt [0.0] (-) Pro forma cash (488.0) Firm value $2,322.9 FOCUS ON LONG-TERM PERFORMANCE SOURCES 3 - Tiered promote structure rewards success, aligning KV and Valo Valo rollover equity $2,250.0 2 Khosla cash held in trust 345.0 - Sponsor will not sell/transfer any shares until the first to occur of 1 year following the acquisition or the achievement of performance PIPE investment 168.5 4 targets Total sources $2,763.5 - KV supporting SPAC via $25M Forward Purchase Agreement USES backstop Cash to balance sheet $485.5 - Warrant-less SPAC structure Equity consideration to existing investors 2,250.0 2 Estimated transaction expenses 28.0 Total uses $2,763.5 Source: Company filings and estimates; Amounts are $mm, except per share price [1] Assumes no share redemptions and excludes impact of shares subject to price-vesting; Estimated common shares outstanding based on common shares owned by KVSA public shareholders (34.5mm), KVSA Sponsor/Board (6.1mm), PIPE (16.9mm), and legacy Value (225.0mm); [2] Estimated transaction fees and expenses for both SPAC and target including deferred underwriting fees, PIPE fee, financing fees and advisory, legal, accounting, and other fees. [3] At the closing of the Business Combination, all of the outstanding shares of Class B common stock will convert into an aggregate of 6,088,235 shares of the surviving company’s Class A common stock; and (b) all of the outstanding shares of Class K common stock will convert into up to an aggregate of 8,697,479 shares of the surviving company’s Class A common stock, but only to the extent certain triggering events occur prior to the 10th anniversary of the Business Combination, including three equal triggering events based on the surviving company’s stock trading at $30.00, $40.00 and $50.00 per share following the first anniversary of the closing and also upon specified strategic transactions. For additional information, see Khosla’s final prospectus relating to its initial public offering (the “Prospectus”). [4] Performance targets are triggered with respect to Class B common shares (x) if the closing price of the surviving company’s Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) on the date on which the surviving company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Business Combination that results in all of the surviving company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. For additional information, see the 2Q21 6 Prospectus. Class A shares issued upon conversion of any Class K shares will not be subject to restrictions on transfer except as described in the Prospectus.

Valo is a technology company built to transform the pharmaceutical industry, led by a deeply experienced team >100 >1,000 >1,000 >28,000 1 1 1 1 drug approvals regulatory filings clinical trials AI models deployed Graeme Bell, MBA, Brandon Allgood, David Berry, MD, PhD FCMA Founder, CEO PhD Founder Indigo (#1, #3 CNBC Disruptor), Chief Financial Officer Chief AI Officer MCRB, EVLO, AXLA, TTOO, Omega Tx, CFO, Tmunity / Intellia / Anacor Co-founder & CTO, Numerate etc.; GP Flagship Pioneering CFO, Merck U.S. Hilary Malone, PhD Brett Blackman, PhD Nish Lathia, MBA Chief Operating Officer, Chief Innovation Officer Chief Product Officer Founder, CSO of HemoShear, General Manager for multiple WW Pharma Repertoire, and Kintai; Associate businesses, Amazon Chief Regulatory Officer, Sanofi Professor of Biomedical Eng, UVA Dan Troy, JD Cissy Young, PhD Moni Miyashita, MBA Chief Legal Officer & Chief People Officer Chief Strategy Officer Managing Director, Russell General Counsel Partner, Innosight Reynolds Associates; VP, Corporate Development, IBM General Counsel, GSK Director, Strategy & BD, Cerulean Chief Counsel, FDA Pharma 2 >115 FTEs at the convergence of life sciences and technology [1] Valo data aggregates historical experience across Valo staff 2Q21 7 [2] As of April 15, 2021Valo is a technology company built to transform the pharmaceutical industry, led by a deeply experienced team >100 >1,000 >1,000 >28,000 1 1 1 1 drug approvals regulatory filings clinical trials AI models deployed Graeme Bell, MBA, Brandon Allgood, David Berry, MD, PhD FCMA Founder, CEO PhD Founder Indigo (#1, #3 CNBC Disruptor), Chief Financial Officer Chief AI Officer MCRB, EVLO, AXLA, TTOO, Omega Tx, CFO, Tmunity / Intellia / Anacor Co-founder & CTO, Numerate etc.; GP Flagship Pioneering CFO, Merck U.S. Hilary Malone, PhD Brett Blackman, PhD Nish Lathia, MBA Chief Operating Officer, Chief Innovation Officer Chief Product Officer Founder, CSO of HemoShear, General Manager for multiple WW Pharma Repertoire, and Kintai; Associate businesses, Amazon Chief Regulatory Officer, Sanofi Professor of Biomedical Eng, UVA Dan Troy, JD Cissy Young, PhD Moni Miyashita, MBA Chief Legal Officer & Chief People Officer Chief Strategy Officer Managing Director, Russell General Counsel Partner, Innosight Reynolds Associates; VP, Corporate Development, IBM General Counsel, GSK Director, Strategy & BD, Cerulean Chief Counsel, FDA Pharma 2 >115 FTEs at the convergence of life sciences and technology [1] Valo data aggregates historical experience across Valo staff 2Q21 7 [2] As of April 15, 2021

Valo’s Board and investors support the company’s vision of transforming the pharmaceutical industry 1 BOARD OF DIRECTORS INVESTORS Ron Hovsepian Shreeram Aradhye, MD Chairman of the Board of Directors Board Director CEO Indigo Agriculture, Former CEO Novell, Former Former CMO Novartis Pharmaceuticals CEO Intralinks, Chairman of Ansys Paul Biondi, MBA David Berry, MD, PhD Board Director Board Director Former Head of Business Development and Founder Indigo (#1, #3 CNBC Disruptor), MCRB, EVLO, Strategy, Bristol-Myers Squibb AXLA, TTOO, Omega Tx, etc.; GP Flagship Pioneering 2 Brett Chugg, MBA David Epstein, MBA Board Director Board Director Managing Director, Koch Disruptive Technologies Former CEO Novartis Pharmaceuticals Harsha Ramalingam, MBA Judy Lewent, MBA Board Director Board Director Former CIO, CISO, and Global VP Ecommerce Former CFO Merck; Non-executive director at Dell, Platform (Built 5th generation ecommerce Motorola, GSK, Thermo Fisher platform), Amazon 2 Adam Smalley, MBA Board Director Complementary Portfolio; Office of the CIO; PSP Investments [1] Select names from Series A & Series B 2Q21 8 [2] KDT and PSP’s right to designate a board director expires on a public offeringValo’s Board and investors support the company’s vision of transforming the pharmaceutical industry 1 BOARD OF DIRECTORS INVESTORS Ron Hovsepian Shreeram Aradhye, MD Chairman of the Board of Directors Board Director CEO Indigo Agriculture, Former CEO Novell, Former Former CMO Novartis Pharmaceuticals CEO Intralinks, Chairman of Ansys Paul Biondi, MBA David Berry, MD, PhD Board Director Board Director Former Head of Business Development and Founder Indigo (#1, #3 CNBC Disruptor), MCRB, EVLO, Strategy, Bristol-Myers Squibb AXLA, TTOO, Omega Tx, etc.; GP Flagship Pioneering 2 Brett Chugg, MBA David Epstein, MBA Board Director Board Director Managing Director, Koch Disruptive Technologies Former CEO Novartis Pharmaceuticals Harsha Ramalingam, MBA Judy Lewent, MBA Board Director Board Director Former CIO, CISO, and Global VP Ecommerce Former CFO Merck; Non-executive director at Dell, Platform (Built 5th generation ecommerce Motorola, GSK, Thermo Fisher platform), Amazon 2 Adam Smalley, MBA Board Director Complementary Portfolio; Office of the CIO; PSP Investments [1] Select names from Series A & Series B 2Q21 8 [2] KDT and PSP’s right to designate a board director expires on a public offering

The pharmaceutical industry is at an inflection point: the scale of human 1 centric data and computation now enables a step change PHARMACEUTICAL INDUSTRY TRENDS THE VALO OPPORTUNITY Data & computation designed 3 Decreasing R&D productivity to increase precision, and reduce cost and time Scalable, capital efficient 3 Increasing pricing pressures platform designed to provide sustainable value creation $1.25T Unified and integrated to 4 Biopharmaceutical Point-to-point system provide continuous worldwide industry improvement 2 revenue Aligned patient, market and 5 Divergent stakeholders development needs [1] Steedman, Mark., et al. Intelligent Biopharma: Forging the Links Across the Vale Chain. Deloitte Insights, Deloitte Center for Health Solutions, (Oct 2019) [2] Global pharmaceutical industry, Statista (Accessed April 20, 2021) [3] Deloitte. Ten years on: Measuring the Return from Pharmaceutical Innovation 2019. Deloitte Center for Healthcare Solutions, (2019) [4] Konersmann, Todd., et al. Innovating R&D with the Cloud: Business Transformation Could Require Cloud-Enabled Ecosystems, and Services. Deloitte Insights, Deloitte Center for Health Solutions, (Dec 2020) 2Q21 9 [5] Peter Kolchinsky, The Great American Drug Deal: A New Prescription for Innovative and Affordable Medicines, Ch 1. (Evelexa Press, 2020)The pharmaceutical industry is at an inflection point: the scale of human 1 centric data and computation now enables a step change PHARMACEUTICAL INDUSTRY TRENDS THE VALO OPPORTUNITY Data & computation designed 3 Decreasing R&D productivity to increase precision, and reduce cost and time Scalable, capital efficient 3 Increasing pricing pressures platform designed to provide sustainable value creation $1.25T Unified and integrated to 4 Biopharmaceutical Point-to-point system provide continuous worldwide industry improvement 2 revenue Aligned patient, market and 5 Divergent stakeholders development needs [1] Steedman, Mark., et al. Intelligent Biopharma: Forging the Links Across the Vale Chain. Deloitte Insights, Deloitte Center for Health Solutions, (Oct 2019) [2] Global pharmaceutical industry, Statista (Accessed April 20, 2021) [3] Deloitte. Ten years on: Measuring the Return from Pharmaceutical Innovation 2019. Deloitte Center for Healthcare Solutions, (2019) [4] Konersmann, Todd., et al. Innovating R&D with the Cloud: Business Transformation Could Require Cloud-Enabled Ecosystems, and Services. Deloitte Insights, Deloitte Center for Health Solutions, (Dec 2020) 2Q21 9 [5] Peter Kolchinsky, The Great American Drug Deal: A New Prescription for Innovative and Affordable Medicines, Ch 1. (Evelexa Press, 2020)

Valo is a technology company built to transform drug discovery and development using human-centric data and computation... 1,2 5 LEGACY BIOPHARMA MODEL VALO DRUG ACCELERATION MODEL Biological Target Target to Hit to Discovery ID Hit Lead TM Ph II Ph I Preclinical Lead Opt Ph III Reg Comm 3 3 LOCALIZED | DISINTEGRATED UNIFIED | INTEGRATED 4 1 SURROGATE-DEPENDENT | SERIAL HUMAN-CENTRIC | PARALLEL Target ID = Target Identification; RWE = Real World Evidence; Lead Opt = Lead Optimization; Reg = Regulatory; Comm = Commercial; AI = Artificial Intelligence [1] Paul, Steven M., et al. How to improve R&D productivity: the pharmaceutical industry's grand challenge. Nat Rev Drug Discov 9, 203–214 (Mar 2010). [2 ]Hughes, James P., et al. Principles of Early Drug Discovery. British Journal of Pharmacology 162.6, 1239-1249 (Mar 2011). [3] Konersmann, Todd., et al. Innovating R&D with the Cloud: Business Transformation Could Require Cloud-Enabled Ecosystems, and Services. Deloitte Insights, Deloitte Center for Health Solutions, (Dec 2020). [4] See, for example, Seoka, Junhee, et al. Genomic Responses in Mouse Models Poorly Mimic Human Inflammatory Diseases. PNAS, 110 (9) 3507-3512. (Feb 26, 2Q21 10 2013). [5] The Opal platform is designed to reduce time and cost in the drug discovery and development process, which we refer to as the Valo Drug Acceleration ModelValo is a technology company built to transform drug discovery and development using human-centric data and computation... 1,2 5 LEGACY BIOPHARMA MODEL VALO DRUG ACCELERATION MODEL Biological Target Target to Hit to Discovery ID Hit Lead TM Ph II Ph I Preclinical Lead Opt Ph III Reg Comm 3 3 LOCALIZED | DISINTEGRATED UNIFIED | INTEGRATED 4 1 SURROGATE-DEPENDENT | SERIAL HUMAN-CENTRIC | PARALLEL Target ID = Target Identification; RWE = Real World Evidence; Lead Opt = Lead Optimization; Reg = Regulatory; Comm = Commercial; AI = Artificial Intelligence [1] Paul, Steven M., et al. How to improve R&D productivity: the pharmaceutical industry's grand challenge. Nat Rev Drug Discov 9, 203–214 (Mar 2010). [2 ]Hughes, James P., et al. Principles of Early Drug Discovery. British Journal of Pharmacology 162.6, 1239-1249 (Mar 2011). [3] Konersmann, Todd., et al. Innovating R&D with the Cloud: Business Transformation Could Require Cloud-Enabled Ecosystems, and Services. Deloitte Insights, Deloitte Center for Health Solutions, (Dec 2020). [4] See, for example, Seoka, Junhee, et al. Genomic Responses in Mouse Models Poorly Mimic Human Inflammatory Diseases. PNAS, 110 (9) 3507-3512. (Feb 26, 2Q21 10 2013). [5] The Opal platform is designed to reduce time and cost in the drug discovery and development process, which we refer to as the Valo Drug Acceleration Model

…designed to enable a new model of drug discovery and development rather than applying AI to the constrained, legacy model AI-DRIVEN LIFE SCIENCES INNOVATION REINFORCING LEGACY VALO TRANSFORMATION Biological Target Target to Hit to Discovery ID Hit Lead Ph II Ph I Preclinical Lead Opt Ph III Reg Comm Legacy biopharma model struggles to effectively Valo’s drug acceleration model is designed to create an 1 integrate and leverage the full power of data & AI integrated process centered on data & AI [1] Konersmann, Todd, et al. Innovating R&D with the Cloud: Business Transformation Could Require Cloud-Enabled Ecosystems, and Services. Deloitte Insights, Deloitte Center for Health Solutions, (Dec 2020) 2Q21 11 AI = Artificial Intelligence; Target ID = Target Identification; RWE = Real World Evidence; Lead Opt = Lead Optimization; Reg = Regulatory; Comm = Commercial…designed to enable a new model of drug discovery and development rather than applying AI to the constrained, legacy model AI-DRIVEN LIFE SCIENCES INNOVATION REINFORCING LEGACY VALO TRANSFORMATION Biological Target Target to Hit to Discovery ID Hit Lead Ph II Ph I Preclinical Lead Opt Ph III Reg Comm Legacy biopharma model struggles to effectively Valo’s drug acceleration model is designed to create an 1 integrate and leverage the full power of data & AI integrated process centered on data & AI [1] Konersmann, Todd, et al. Innovating R&D with the Cloud: Business Transformation Could Require Cloud-Enabled Ecosystems, and Services. Deloitte Insights, Deloitte Center for Health Solutions, (Dec 2020) 2Q21 11 AI = Artificial Intelligence; Target ID = Target Identification; RWE = Real World Evidence; Lead Opt = Lead Optimization; Reg = Regulatory; Comm = Commercial

Valo’s Opal platform is designed to enable a fully integrated, human-centric approach to the systematic development of better drugs, faster Valo is building an end-to-end, fully-integrated drug development platform with a unified architecture, founded upon world-class human-centric data and AI-anchored computation 2Q21 12Valo’s Opal platform is designed to enable a fully integrated, human-centric approach to the systematic development of better drugs, faster Valo is building an end-to-end, fully-integrated drug development platform with a unified architecture, founded upon world-class human-centric data and AI-anchored computation 2Q21 12

Valo’s Opal platform consists of an integrated set of capabilities designed to transform data into valuable insights that may accelerate discoveries SELF-REINFORCING ACTIVE LEARNING Opal’s design intent is to create a data→compute→drug flywheel which increases Opal’s capability with each ‘loop’... COMPREHENSIVE AI-ANCHORED DESIGNED TO HUMAN-CENTRIC DATA COMPUTE ACCELERATE DRUG Valo’s current data powers the breadth DEVELOPMENT INTEGRATED CAPABILITIES of the Opal platform Targets Deep longitudinal patient data Exclusive and non-exclusive access Molecules Multidimensional panomics Patient subpopulations Exclusive and non-exclusive access Biomarkers Biological and chemical data ... Exclusive and non-exclusive access SINGLE INTEGRATED ARCHITECTURE ...thus more scale and faster execution is intended to lead to increasing capability and competitive advantage 2Q21 13Valo’s Opal platform consists of an integrated set of capabilities designed to transform data into valuable insights that may accelerate discoveries SELF-REINFORCING ACTIVE LEARNING Opal’s design intent is to create a data→compute→drug flywheel which increases Opal’s capability with each ‘loop’... COMPREHENSIVE AI-ANCHORED DESIGNED TO HUMAN-CENTRIC DATA COMPUTE ACCELERATE DRUG Valo’s current data powers the breadth DEVELOPMENT INTEGRATED CAPABILITIES of the Opal platform Targets Deep longitudinal patient data Exclusive and non-exclusive access Molecules Multidimensional panomics Patient subpopulations Exclusive and non-exclusive access Biomarkers Biological and chemical data ... Exclusive and non-exclusive access SINGLE INTEGRATED ARCHITECTURE ...thus more scale and faster execution is intended to lead to increasing capability and competitive advantage 2Q21 13

Valo’s aspiration is for Opal to become the industry standard platform for drug discovery and development, unlocking multiple business models CURRENT FUTURE Building what we believe is the first digitally Aspiration to become the standard native fully integrated pharma technology platform for drug development 1 2 3 4 BUILD VALIDATE SCALE DEMOCRATIZE Build Opal platform and Validate Opal platform Scale Opal platform through Democratize access to Opal Data Lake through internal pipeline high-value partnerships through software businesses Build a digitally native fully Accelerate advancement of a Aim to form selective high-value Aim to launch multiple targeted integrated platform scaled portfolio of therapeutic partnerships to enable capital Opal-enabled software businesses anchored on patient data programs across key inflection efficient scaling of Opal and to position Valo’s drug acceleration and AI points increased velocity of flywheel model as the default choice for all drug developers Valo’s strategy aims to accelerate Opal’s data→compute→drug flywheel over time 2Q21 14Valo’s aspiration is for Opal to become the industry standard platform for drug discovery and development, unlocking multiple business models CURRENT FUTURE Building what we believe is the first digitally Aspiration to become the standard native fully integrated pharma technology platform for drug development 1 2 3 4 BUILD VALIDATE SCALE DEMOCRATIZE Build Opal platform and Validate Opal platform Scale Opal platform through Democratize access to Opal Data Lake through internal pipeline high-value partnerships through software businesses Build a digitally native fully Accelerate advancement of a Aim to form selective high-value Aim to launch multiple targeted integrated platform scaled portfolio of therapeutic partnerships to enable capital Opal-enabled software businesses anchored on patient data programs across key inflection efficient scaling of Opal and to position Valo’s drug acceleration and AI points increased velocity of flywheel model as the default choice for all drug developers Valo’s strategy aims to accelerate Opal’s data→compute→drug flywheel over time 2Q21 14

Opal is built upon a differentiated, human-centric, and high quality data foundation DATA >125M years of longitudinal patient data Multidimensional -’omics Exclusive access to one of the largest prospective studies Valo’s cumulative longitudinal patient data spanning pan-omics, imaging, and medical records >125M 125M - Near zero missingness >22.5T >210M >21M >320K rate on patients 100M Whole genome mRNA sequencing Metabolomic Blood sample sequencing data data points and/or proteomic aliquots - Average of 15 years of points data points continuous data 75M - Continuous updating 50M 37.5M 25M 0M >13K images 0M paired with related scoring data Founding (2019) End 2019 End 2020 Opal fuses Valo’s novel and/or exclusive longitudinal and ’omics data using proprietary methodologies designed to enable intelligent imputation, the upgrade of public and semi-private data, and the generation of novel insights 2Q21 15 Total patient years of data Opal is built upon a differentiated, human-centric, and high quality data foundation DATA >125M years of longitudinal patient data Multidimensional -’omics Exclusive access to one of the largest prospective studies Valo’s cumulative longitudinal patient data spanning pan-omics, imaging, and medical records >125M 125M - Near zero missingness >22.5T >210M >21M >320K rate on patients 100M Whole genome mRNA sequencing Metabolomic Blood sample sequencing data data points and/or proteomic aliquots - Average of 15 years of points data points continuous data 75M - Continuous updating 50M 37.5M 25M 0M >13K images 0M paired with related scoring data Founding (2019) End 2019 End 2020 Opal fuses Valo’s novel and/or exclusive longitudinal and ’omics data using proprietary methodologies designed to enable intelligent imputation, the upgrade of public and semi-private data, and the generation of novel insights 2Q21 15 Total patient years of data

Opal is an end-to-end platform, enabled by Valo’s data capabilities to bring human-centricity to the process, shifting from serial to parallel PLATFORM BIOLOGICAL DISCOVERY Human data to identify human targets designed to treat human disease with enhanced clinical development profiles based on genotype-phenotype-causality linkages TM CLINICAL DEVELOPMENT THERAPEUTIC DESIGN Designed to improve safety, Active learning, self-reinforcing, in silico - experimental platform that is efficacy, patient selection and disease selection for increased designed to rapidly iterate to design drugs, while testing and optimizing likelihood of success multiple feature dimensions in parallel 2Q21 16Opal is an end-to-end platform, enabled by Valo’s data capabilities to bring human-centricity to the process, shifting from serial to parallel PLATFORM BIOLOGICAL DISCOVERY Human data to identify human targets designed to treat human disease with enhanced clinical development profiles based on genotype-phenotype-causality linkages TM CLINICAL DEVELOPMENT THERAPEUTIC DESIGN Designed to improve safety, Active learning, self-reinforcing, in silico - experimental platform that is efficacy, patient selection and disease selection for increased designed to rapidly iterate to design drugs, while testing and optimizing likelihood of success multiple feature dimensions in parallel 2Q21 16

Biological discovery: Human-centric target discovery powered by causal artificial intelligence approaches BIOLOGICAL DISCOVERY 2 1 Bayesian network analysis Circulating TARGET1 Presumed loss of levels were function in BIOMARKER significantly higher GENE1 has been in vascular disease, associated with compared to lower circulating controls TARGET1 levels 2 1 0 1 2 100 200 300 400 Number of Alleles Metabolite 2 3 GENOTYPE PHENOTYPE 3 Data implies causality of Opal is designed to Presumed loss of function TARGET1 in vascular variants GENE1 has been generate novel associated with lower disease, which can be targets for precise prevalence of vascular modulated by disease patient populations GENE1/PROTEIN1 inhibition via explainable and builds foundation for methodologies biomarker-driven trials 0 1 2 Number of Alleles 2Q21 17 Metabolite 1 -2 -1 0 1 2 Frequency of Coronary Artery Disease (%) Cumulative Rate of Coronary Artery Disease 0.15 0.20 0.25 0.30 0.35Biological discovery: Human-centric target discovery powered by causal artificial intelligence approaches BIOLOGICAL DISCOVERY 2 1 Bayesian network analysis Circulating TARGET1 Presumed loss of levels were function in BIOMARKER significantly higher GENE1 has been in vascular disease, associated with compared to lower circulating controls TARGET1 levels 2 1 0 1 2 100 200 300 400 Number of Alleles Metabolite 2 3 GENOTYPE PHENOTYPE 3 Data implies causality of Opal is designed to Presumed loss of function TARGET1 in vascular variants GENE1 has been generate novel associated with lower disease, which can be targets for precise prevalence of vascular modulated by disease patient populations GENE1/PROTEIN1 inhibition via explainable and builds foundation for methodologies biomarker-driven trials 0 1 2 Number of Alleles 2Q21 17 Metabolite 1 -2 -1 0 1 2 Frequency of Coronary Artery Disease (%) Cumulative Rate of Coronary Artery Disease 0.15 0.20 0.25 0.30 0.35

Biological discovery: Opal’s human-based capabilities designed to enable discovery of targets linked to precisely selected patient populations BIOLOGICAL DISCOVERY Designed to causally link therapeutic intervention to target & pathway mechanism to physiological PATIENT biomarkers of patient fit & response to disease-relevant outcomes (e.g., motor symptoms) within SUBGROUP biologically real patient subgroups across multiple real-world, clinical, and preclinical data sources ILLUSTRATIVE NEURODEGENERATIVE EXAMPLE MOLECULE Clinical Clinical Presentation / Subgroup Biosignature embedding severity & medication demographics subgroup progression MECHANISM diuretics constipation 18 - muscle relaxant age MAOi, COMTi, ⬇ Bio- BIOMARKER amantadine, etc 32 ++ seizure/psych signature-1 age MAOi restless leg⬇ Bio- 85 + OUTCOME stiffness signature-2 age 2Q21 18 ratio ratio ratioBiological discovery: Opal’s human-based capabilities designed to enable discovery of targets linked to precisely selected patient populations BIOLOGICAL DISCOVERY Designed to causally link therapeutic intervention to target & pathway mechanism to physiological PATIENT biomarkers of patient fit & response to disease-relevant outcomes (e.g., motor symptoms) within SUBGROUP biologically real patient subgroups across multiple real-world, clinical, and preclinical data sources ILLUSTRATIVE NEURODEGENERATIVE EXAMPLE MOLECULE Clinical Clinical Presentation / Subgroup Biosignature embedding severity & medication demographics subgroup progression MECHANISM diuretics constipation 18 - muscle relaxant age MAOi, COMTi, ⬇ Bio- BIOMARKER amantadine, etc 32 ++ seizure/psych signature-1 age MAOi restless leg⬇ Bio- 85 + OUTCOME stiffness signature-2 age 2Q21 18 ratio ratio ratio

Therapeutic design: Opal’s proprietary active learning loop is designed to accelerate programs through the discovery process (target → drug candidate) THERAPEUTIC DESIGN OPAL’S INTEGRATED MOLECULE DESIGN LOOP Opal is designed to make computational predictions in parallel with molecule design to generate better optimized compounds in each cycle, while performing serial processes in parallel Molecule Discovery Input Data Predictive Models Generated by the input data set. >200K ADME data points from >50 endpoint assays Activity, selectivity, toxicity, metabolism, bioavailability, synthesizability, etc. >10M compounds with activity data >30,000 models built and deployed >70 trillion virtual molecules created >2 billion predictions made, evaluating against >375M molecules scored optimization criteria In-House Valo Laboratories (>40K sq. ft.) Automated synthesis + purification of 5,000 molecules/month (average) DEL libraries of >5B drug-like compounds 4 automated HTS platforms operating up to 24/6 HTS library of >500K compounds Closed loop structure designed to allow Valo to start anywhere in the process without the typical limitations of disintegrated AI molecule design 2Q21 19 HTS = high throughput screening; DEL = DNA-encoded library; ADME = absorption, distribution, metabolism, and excretionTherapeutic design: Opal’s proprietary active learning loop is designed to accelerate programs through the discovery process (target → drug candidate) THERAPEUTIC DESIGN OPAL’S INTEGRATED MOLECULE DESIGN LOOP Opal is designed to make computational predictions in parallel with molecule design to generate better optimized compounds in each cycle, while performing serial processes in parallel Molecule Discovery Input Data Predictive Models Generated by the input data set. >200K ADME data points from >50 endpoint assays Activity, selectivity, toxicity, metabolism, bioavailability, synthesizability, etc. >10M compounds with activity data >30,000 models built and deployed >70 trillion virtual molecules created >2 billion predictions made, evaluating against >375M molecules scored optimization criteria In-House Valo Laboratories (>40K sq. ft.) Automated synthesis + purification of 5,000 molecules/month (average) DEL libraries of >5B drug-like compounds 4 automated HTS platforms operating up to 24/6 HTS library of >500K compounds Closed loop structure designed to allow Valo to start anywhere in the process without the typical limitations of disintegrated AI molecule design 2Q21 19 HTS = high throughput screening; DEL = DNA-encoded library; ADME = absorption, distribution, metabolism, and excretion

Therapeutic design: Opal is designed to simultaneously optimize for target activity, ADME, and tox, moving from a serial to a parallel process THERAPEUTIC DESIGN 2 TRADITIONAL DEVELOPMENT VALO INTEGRATED DEVELOPMENT EXAMPLE PARALLELIZED DESIGN Opal is designed to make computational Traditional molecule discovery methods CYCLE 1 predictions in parallel with molecule design screen for tox and modify compounds in 1 to generate better optimized compounds in 25 compounds a linear, serial fashion each cycle synthesized Key activity Compound goals met screening Valo’s parallelized design cycle Molecule In vitro design efficacy CYCLE 2 31 compounds synthesized In vivo Integrated Key off-targets efficacy design modeled Tox screen Experimental Tox & ADME CYCLE 3 confirmation prediction Data 13 compounds synthesized ... All optimization goals met [1] Hughes, James P., et al. Principles of Early Drug Discovery. British Journal of Pharmacology 162.6, 1239-1249 (Mar 2011) 2Q21 20 [2] Aggregates historical data from acquisitions and work conceived and/or advanced by Valo; Valo does not have ongoing rights related to clinical drug program developed prior to Valo’s acquisitionsTherapeutic design: Opal is designed to simultaneously optimize for target activity, ADME, and tox, moving from a serial to a parallel process THERAPEUTIC DESIGN 2 TRADITIONAL DEVELOPMENT VALO INTEGRATED DEVELOPMENT EXAMPLE PARALLELIZED DESIGN Opal is designed to make computational Traditional molecule discovery methods CYCLE 1 predictions in parallel with molecule design screen for tox and modify compounds in 1 to generate better optimized compounds in 25 compounds a linear, serial fashion each cycle synthesized Key activity Compound goals met screening Valo’s parallelized design cycle Molecule In vitro design efficacy CYCLE 2 31 compounds synthesized In vivo Integrated Key off-targets efficacy design modeled Tox screen Experimental Tox & ADME CYCLE 3 confirmation prediction Data 13 compounds synthesized ... All optimization goals met [1] Hughes, James P., et al. Principles of Early Drug Discovery. British Journal of Pharmacology 162.6, 1239-1249 (Mar 2011) 2Q21 20 [2] Aggregates historical data from acquisitions and work conceived and/or advanced by Valo; Valo does not have ongoing rights related to clinical drug program developed prior to Valo’s acquisitions

Clinical development: Valo’s approach to trial optimization is being designed to leverage patient datasets to identify sub-populations likely to benefit CLINICAL DEVELOPMENT 1 2 3 4 Featurize patient Identify pathway Design pragmatic Monitor and adapt data & biomarker dysfunction in clinical studies study on ongoing Optimized, signature selected basis higher LoS discovery subgroups trials Opal Opal Opal Opal Opal Opal Opal Opal Public Chemistry Biological Opal Chemistry Opal Biological Chemistry Biological Patient Panomic Panomic simulation Datasets & Biology knowledge & Biology Data knowledge graphs & Biology knowledge Data Data Data data Data graphs Data graphs Valo’s differentiated approach is designed to harness our proprietary data lake to precisely identify responder populations (patients and time), enabling pragmatic studies—for faster and more effective studies 2Q21 21 LoS = likelihood of success INPUTSClinical development: Valo’s approach to trial optimization is being designed to leverage patient datasets to identify sub-populations likely to benefit CLINICAL DEVELOPMENT 1 2 3 4 Featurize patient Identify pathway Design pragmatic Monitor and adapt data & biomarker dysfunction in clinical studies study on ongoing Optimized, signature selected basis higher LoS discovery subgroups trials Opal Opal Opal Opal Opal Opal Opal Opal Public Chemistry Biological Opal Chemistry Opal Biological Chemistry Biological Patient Panomic Panomic simulation Datasets & Biology knowledge & Biology Data knowledge graphs & Biology knowledge Data Data Data data Data graphs Data graphs Valo’s differentiated approach is designed to harness our proprietary data lake to precisely identify responder populations (patients and time), enabling pragmatic studies—for faster and more effective studies 2Q21 21 LoS = likelihood of success INPUTS

Clinical development: Development of OPL-0301, a biased S1P agonist, 1 is designed to validate Opal’s clinical acceleration capabilities CLINICAL DEVELOPMENT Valo’s goal is to computationally define clinical hypotheses a priori and continuously refine them throughout development, potentially enabling smaller, more precise trials and a faster path to approval DATA INPUTS PLATFORM OUTPUTS Longitudinal clinical Identify and characterize data patient subgroups Deep cardiovascular disease data Designed to Identify and characterize produce precisely biomarkers defined patient selection criteria Biological knowledge graphs Select patient groups and Chemical and biomarker hypotheses molecular data 2Q21 22Clinical development: Development of OPL-0301, a biased S1P agonist, 1 is designed to validate Opal’s clinical acceleration capabilities CLINICAL DEVELOPMENT Valo’s goal is to computationally define clinical hypotheses a priori and continuously refine them throughout development, potentially enabling smaller, more precise trials and a faster path to approval DATA INPUTS PLATFORM OUTPUTS Longitudinal clinical Identify and characterize data patient subgroups Deep cardiovascular disease data Designed to Identify and characterize produce precisely biomarkers defined patient selection criteria Biological knowledge graphs Select patient groups and Chemical and biomarker hypotheses molecular data 2Q21 22

DATA PROGRAMS / INSIGHTS Valo’s scalable acceleration model is designed to build a ‘supply chain’ of programs as a digitally native therapeutics company INTERNAL SUPPLY CHAIN OPAL ACCELERATION FLYWHEEL OF PROGRAMS DATA Portfolio designed to FOCUS THERAPEUTIC AREAS: reduce risk and achieve CARDIOVASCULAR-METABOLIC-RENAL high value outcomes 1 First clinical program launch expected in 2021 ONCOLOGY Opal designed to enable 2 1 Multiple Drug Candidates expected in 2021 scalable activation and advancement of NEURODEGENERATIVE DRUG COMPUTE Multiple novel preclinical programs expected programs 1 in 2021 The self-reinforcing nature of Opal’s flywheel is designed to enable increasing utility with and at scale [1] Reflects management’s 2021 goals 2Q21 23 [2] “Drug Candidates” are asset programs that are undergoing IND-enabling studies DATA PROGRAMS / INSIGHTS Valo’s scalable acceleration model is designed to build a ‘supply chain’ of programs as a digitally native therapeutics company INTERNAL SUPPLY CHAIN OPAL ACCELERATION FLYWHEEL OF PROGRAMS DATA Portfolio designed to FOCUS THERAPEUTIC AREAS: reduce risk and achieve CARDIOVASCULAR-METABOLIC-RENAL high value outcomes 1 First clinical program launch expected in 2021 ONCOLOGY Opal designed to enable 2 1 Multiple Drug Candidates expected in 2021 scalable activation and advancement of NEURODEGENERATIVE DRUG COMPUTE Multiple novel preclinical programs expected programs 1 in 2021 The self-reinforcing nature of Opal’s flywheel is designed to enable increasing utility with and at scale [1] Reflects management’s 2021 goals 2Q21 23 [2] “Drug Candidates” are asset programs that are undergoing IND-enabling studies

Opal platform offers the opportunity to accelerate the development of programs OPAL PLATFORM INDUSTRY New target identification in weeks 6-12 months for typical target discovery using VS. (CV and ND targets discovered and/or statistically 1 surrogates rather than humans validated in less than a month) New molecule identification, validation and Average of 6-12 months to move from target to transition to hit-to-leads (H2L) in months VS. 1 hit to lead candidate (H2L 1 billion evaluated, 100s made/tested, multiple proprietary series) Lead optimization (LO) in months Average of two years spent in lead VS. (LO in 9-12 months driven by Opal-enabled compressed number 1 optimization alone of LO chemistry cycles) Significant time and resource investment to Causal biomarker discovery in months VS. 2 (0 to novel Parkinson’s biomarker in 2 months) discover clinically relevant biomarkers CV = cardiovascular; ND = neurodegenerative; H2L = hit-to-lead; LO = lead optimization [1] Paul, Steven M., et al. How to improve R&D productivity: the pharmaceutical industry's grand challenge. Nat Rev Drug Discov 9, 203–214 (Mar 2010). [2] See, for example, Paulovich, Amanda G., et al. “The 2Q21 24 interface between biomarker discovery and clinical validation: The tar pit of the protein biomarker pipeline.” Proteomics Clin Appl 2, 1386-1402 (Oct 2008).Opal platform offers the opportunity to accelerate the development of programs OPAL PLATFORM INDUSTRY New target identification in weeks 6-12 months for typical target discovery using VS. (CV and ND targets discovered and/or statistically 1 surrogates rather than humans validated in less than a month) New molecule identification, validation and Average of 6-12 months to move from target to transition to hit-to-leads (H2L) in months VS. 1 hit to lead candidate (H2L 1 billion evaluated, 100s made/tested, multiple proprietary series) Lead optimization (LO) in months Average of two years spent in lead VS. (LO in 9-12 months driven by Opal-enabled compressed number 1 optimization alone of LO chemistry cycles) Significant time and resource investment to Causal biomarker discovery in months VS. 2 (0 to novel Parkinson’s biomarker in 2 months) discover clinically relevant biomarkers CV = cardiovascular; ND = neurodegenerative; H2L = hit-to-lead; LO = lead optimization [1] Paul, Steven M., et al. How to improve R&D productivity: the pharmaceutical industry's grand challenge. Nat Rev Drug Discov 9, 203–214 (Mar 2010). [2] See, for example, Paulovich, Amanda G., et al. “The 2Q21 24 interface between biomarker discovery and clinical validation: The tar pit of the protein biomarker pipeline.” Proteomics Clin Appl 2, 1386-1402 (Oct 2008).

Internal supply chain of programs demonstrates impact of Opal drug acceleration, providing, we believe, validation to scale via external program supply chain TARGET DISCOVERY MOLECULE DISCOVERY IND ENABLING PHASE I PHASE II 1 Post-MI; Acute Kidney Injury OPL-0301 PLANNED 2021 INTERNAL SUPPLY Diabetic Retinopathy; 2 4 OPL-0401 CHAIN KEY MILESTONES Diabetic Complications Atherosclerosis - Launching Opal-enabled Phase II study OPAL-0022 for OPL-0301 Atherosclerosis; Glioblastoma OPAL-0004 - Planning Opal-enabled Phase II study for OPAL-0018 Atherosclerosis OPL-0401 (launch in 2022) - Advancing OPL-0101 IND-enabling Heart Failure; Glioblastoma OPAL-0003 experiments 3 OPL-0101 Immuno-Oncology (Platform for broader Immunology) - Advancing 2 internal discovery programs toward Drug Candidate status Heme-Targeting OPAL-0021 - Activating 2 discovery programs pursuing OPAL-0015 NSCLC; Squamous Cell Carcinoma; Targeted Defined Tumors targets enabled by Opal Defined Tumors OPAL-0024 Medulla/Glioblastoma Brain Tumors; Breast Cancer OPAL-0001 PLANNED 2021 EXTERNAL SUPPLY 4 OPAL-0014 Pancreatic Ductal Adenocarcinoma (PDAC), Targeted Defined Tumors CHAIN KEY MILESTONES Defined Tumors; Immune Modulation OPAL-0023 - Launching strategic ecosystem partnership program NSCLC OPAL-0012 - Increased flywheel velocity through data Induced Neuropathy and Cardiomyopathy OPAL-0016 and compute expansion OPAL-0002 Neurodegenerative OPAL-0006 Neurodegenerative; Oncology (metastatic) Proprietary programs across cardiovascular-metabolic-renal, oncology, and neurodegenerative disease that use and/or further build Opal. Additional proprietary preclinical programs with potential for out-licensing or future development. 2Q21 25 Pipeline as of May 28, 2021 [1] Valo in-licensed OPL-0301 in February 2021 [2] Valo in-licensed OPL-0401 in May 2021 [3] Valo acquired OPL-0101 in May 2021 [4] Reflects management’s 2021 goals. CARDIOVASCULAR- NEURODEGENERATIVE ONCOLOGY METABOLIC-RENALInternal supply chain of programs demonstrates impact of Opal drug acceleration, providing, we believe, validation to scale via external program supply chain TARGET DISCOVERY MOLECULE DISCOVERY IND ENABLING PHASE I PHASE II 1 Post-MI; Acute Kidney Injury OPL-0301 PLANNED 2021 INTERNAL SUPPLY Diabetic Retinopathy; 2 4 OPL-0401 CHAIN KEY MILESTONES Diabetic Complications Atherosclerosis - Launching Opal-enabled Phase II study OPAL-0022 for OPL-0301 Atherosclerosis; Glioblastoma OPAL-0004 - Planning Opal-enabled Phase II study for OPAL-0018 Atherosclerosis OPL-0401 (launch in 2022) - Advancing OPL-0101 IND-enabling Heart Failure; Glioblastoma OPAL-0003 experiments 3 OPL-0101 Immuno-Oncology (Platform for broader Immunology) - Advancing 2 internal discovery programs toward Drug Candidate status Heme-Targeting OPAL-0021 - Activating 2 discovery programs pursuing OPAL-0015 NSCLC; Squamous Cell Carcinoma; Targeted Defined Tumors targets enabled by Opal Defined Tumors OPAL-0024 Medulla/Glioblastoma Brain Tumors; Breast Cancer OPAL-0001 PLANNED 2021 EXTERNAL SUPPLY 4 OPAL-0014 Pancreatic Ductal Adenocarcinoma (PDAC), Targeted Defined Tumors CHAIN KEY MILESTONES Defined Tumors; Immune Modulation OPAL-0023 - Launching strategic ecosystem partnership program NSCLC OPAL-0012 - Increased flywheel velocity through data Induced Neuropathy and Cardiomyopathy OPAL-0016 and compute expansion OPAL-0002 Neurodegenerative OPAL-0006 Neurodegenerative; Oncology (metastatic) Proprietary programs across cardiovascular-metabolic-renal, oncology, and neurodegenerative disease that use and/or further build Opal. Additional proprietary preclinical programs with potential for out-licensing or future development. 2Q21 25 Pipeline as of May 28, 2021 [1] Valo in-licensed OPL-0301 in February 2021 [2] Valo in-licensed OPL-0401 in May 2021 [3] Valo acquired OPL-0101 in May 2021 [4] Reflects management’s 2021 goals. CARDIOVASCULAR- NEURODEGENERATIVE ONCOLOGY METABOLIC-RENAL

OPL-0301: Preclinical and Phase I data suggests differentiated biology A biased S1P agonist designed to avoid the side effects of other We believe Opal has the potential to enable 1 THERAPEUTIC OPAL Murine, In vivo S1P modulators will unlock therapeutic benefit for post-MI left accelerated development of a biased S1P agonist for 1 1 HYPOTHESIS VALIDATION 4 ventricular dysfunction and acute kidney injury patients CV development. Intent to enter Phase 2 in 4Q21 Phase I efficacy data Therapeutic hypothesis Phase I safety data Lower plasma S1P in patients admitted for MI Effect of 28 day once-daily treatment of OPL-0301 (1 Absolute change from baseline heart rate compared to controls. Further reduction over and 5mg), or placebo on % flow-mediated dilation on day 14 subsequent 5 days (FMD) 600 1 250 Post-hoc analysis 500 p=0.002 200 400 p=0.0001 300 150 p=0.0001 200 100 100 1 All FMD data 50 0 Control Infarction 5d later Infarction 5d later Significant renal function preservation in rat acute kidney injury model ischemia/reperfusion 500 p < 0.0001 Theoretical Time 400 Placebo OPL-0301 0.5 mg OPL-0301 1 mg Placebo (n=6) OPL-0301 5mg (n=15) OPL-0301 2.5 mg OPL-0301 5 mg OPL-0301 10 mg Sildenafil 50mg (n=6) OPL-0301 1mg (n=15) 300 OPL-0301 15 mg 200 p < 0.05 Evidence for dose and time-dependent endothelial p < 0.001 Unlike other S1P s, Phase I data suggests that at doses 100 1 2 effects of OPL-0301, at least as good as sildenafil -89% <= 5 mg, OPL-0301 evokes little or no effects on heart -96% 0 3 (FMD is correlated with cardiovascular events ) 0 0.3 1 3 rate (no symptomatic bradycardia or tachyphylaxis) sham OPL-0301 mg/kg orally [1] Exclusion criteria in post-hoc analysis was to exclude FMD for all subsequent time-points following an increase in hsCRP of >2.5 mg/L compared to baseline. FMD expressed as change from baseline. Bars are mean +/- SEM. Number of FMD data points shown within each bar chart; [2] Study and analysis conducted by third party. [3] Matsuzawa, Yasushi, et al. Prognostic Value of Flow-Mediated Vasodilation in Brachial Artery and 2Q21 26 Fingertip Artery for Cardiovascular Events: A Systematic Review and Meta-Analysis. J Am Heart Assoc. (Nov13, 2015), PMID: 26567372. [4] Reflects management’s 2021 goals Absolute change Heart Rate (bpm) %FMD %FMD (change from baseline) (change from baseline) Sphingosine-1-phosphate Creatininemia [pmol/ml] (μmol/L)OPL-0301: Preclinical and Phase I data suggests differentiated biology A biased S1P agonist designed to avoid the side effects of other We believe Opal has the potential to enable 1 THERAPEUTIC OPAL Murine, In vivo S1P modulators will unlock therapeutic benefit for post-MI left accelerated development of a biased S1P agonist for 1 1 HYPOTHESIS VALIDATION 4 ventricular dysfunction and acute kidney injury patients CV development. Intent to enter Phase 2 in 4Q21 Phase I efficacy data Therapeutic hypothesis Phase I safety data Lower plasma S1P in patients admitted for MI Effect of 28 day once-daily treatment of OPL-0301 (1 Absolute change from baseline heart rate compared to controls. Further reduction over and 5mg), or placebo on % flow-mediated dilation on day 14 subsequent 5 days (FMD) 600 1 250 Post-hoc analysis 500 p=0.002 200 400 p=0.0001 300 150 p=0.0001 200 100 100 1 All FMD data 50 0 Control Infarction 5d later Infarction 5d later Significant renal function preservation in rat acute kidney injury model ischemia/reperfusion 500 p < 0.0001 Theoretical Time 400 Placebo OPL-0301 0.5 mg OPL-0301 1 mg Placebo (n=6) OPL-0301 5mg (n=15) OPL-0301 2.5 mg OPL-0301 5 mg OPL-0301 10 mg Sildenafil 50mg (n=6) OPL-0301 1mg (n=15) 300 OPL-0301 15 mg 200 p < 0.05 Evidence for dose and time-dependent endothelial p < 0.001 Unlike other S1P s, Phase I data suggests that at doses 100 1 2 effects of OPL-0301, at least as good as sildenafil -89% <= 5 mg, OPL-0301 evokes little or no effects on heart -96% 0 3 (FMD is correlated with cardiovascular events ) 0 0.3 1 3 rate (no symptomatic bradycardia or tachyphylaxis) sham OPL-0301 mg/kg orally [1] Exclusion criteria in post-hoc analysis was to exclude FMD for all subsequent time-points following an increase in hsCRP of >2.5 mg/L compared to baseline. FMD expressed as change from baseline. Bars are mean +/- SEM. Number of FMD data points shown within each bar chart; [2] Study and analysis conducted by third party. [3] Matsuzawa, Yasushi, et al. Prognostic Value of Flow-Mediated Vasodilation in Brachial Artery and 2Q21 26 Fingertip Artery for Cardiovascular Events: A Systematic Review and Meta-Analysis. J Am Heart Assoc. (Nov13, 2015), PMID: 26567372. [4] Reflects management’s 2021 goals Absolute change Heart Rate (bpm) %FMD %FMD (change from baseline) (change from baseline) Sphingosine-1-phosphate Creatininemia [pmol/ml] (μmol/L)

OPL-0401: Oral candidate with retinal exposure with the potential to address complications of diabetes, including diabetic retinopathy (DR) A ROCK1/2 inhibitor with oral dosing and Pragmatic phase II trial designed to identify preferential exposure in the retina could responder cohorts, indications and intervention THERAPEUTIC OPAL HYPOTHESIS address currently underserved diabetic VALIDATION approaches, and inform expansion across 2 retinopathy with an orally available therapeutic diabetic triopathy OPL-0401 has potential for DR with expansion Historical clinical proof of concept for ROCK inhibition in DR suggests potential across diabetic triopathy for OPL-0401 ROCK inhibition in combination with anti-VEGF has the potential to reduce central - OPL-0401 is designed to be orally available with 1 macular thickness, including in VEGF-refractory DR preferential retinal exposure, and to have better comparable potency to known competitors Severe diabetic macular edema despite - Differentiated PK/PD has been observed to reduce intravitreal (IVT) anti-VEGF treatment systemic exposure, limiting typical ROCK AEs in Reduction in central macular thickness one multiple studies month after combined IVT ROCK inhibitor + - Potential opportunity to expand into diabetic anti-VEGF triopathy and other complications, to be evaluated 2 Effect of ROCK inhibition in combination with anti-VEGF was sustained over time (6 months) through pragmatic clinical trial - Valo expects to conduct a pragmatic phase II study for OPL-0401 with the goal of enhancing precision in DR and enabling expansion into diabetic triopathy - OPL-0401 has been evaluated in multiple clinical studies to date, and has been observed to not lead to bradycardia or tachyphylaxis at perceived therapeutic doses in studied patient populations ROCK = Rho-associated kinase; anti-VEGF = anti-vascular endothelial growth factor; SoC = standard of care; DR = diabetic retinopathy; AE = adverse event [1] Nourinia, Ramin, et al. “Intravitreal Fasudil Combined with Bevacizumab for Treatment of Refractory Diabetic Macular Edema; A Pilot Study.” Journal of Ophthalmic & Vision Research, Vol. 8 (4), 337-40. (Oct 2013). 2Q21 27 [2] Reflects management’s current expectationsOPL-0401: Oral candidate with retinal exposure with the potential to address complications of diabetes, including diabetic retinopathy (DR) A ROCK1/2 inhibitor with oral dosing and Pragmatic phase II trial designed to identify preferential exposure in the retina could responder cohorts, indications and intervention THERAPEUTIC OPAL HYPOTHESIS address currently underserved diabetic VALIDATION approaches, and inform expansion across 2 retinopathy with an orally available therapeutic diabetic triopathy OPL-0401 has potential for DR with expansion Historical clinical proof of concept for ROCK inhibition in DR suggests potential across diabetic triopathy for OPL-0401 ROCK inhibition in combination with anti-VEGF has the potential to reduce central - OPL-0401 is designed to be orally available with 1 macular thickness, including in VEGF-refractory DR preferential retinal exposure, and to have better comparable potency to known competitors Severe diabetic macular edema despite - Differentiated PK/PD has been observed to reduce intravitreal (IVT) anti-VEGF treatment systemic exposure, limiting typical ROCK AEs in Reduction in central macular thickness one multiple studies month after combined IVT ROCK inhibitor + - Potential opportunity to expand into diabetic anti-VEGF triopathy and other complications, to be evaluated 2 Effect of ROCK inhibition in combination with anti-VEGF was sustained over time (6 months) through pragmatic clinical trial - Valo expects to conduct a pragmatic phase II study for OPL-0401 with the goal of enhancing precision in DR and enabling expansion into diabetic triopathy - OPL-0401 has been evaluated in multiple clinical studies to date, and has been observed to not lead to bradycardia or tachyphylaxis at perceived therapeutic doses in studied patient populations ROCK = Rho-associated kinase; anti-VEGF = anti-vascular endothelial growth factor; SoC = standard of care; DR = diabetic retinopathy; AE = adverse event [1] Nourinia, Ramin, et al. “Intravitreal Fasudil Combined with Bevacizumab for Treatment of Refractory Diabetic Macular Edema; A Pilot Study.” Journal of Ophthalmic & Vision Research, Vol. 8 (4), 337-40. (Oct 2013). 2Q21 27 [2] Reflects management’s current expectations

OPL-0101: Designed as targeted NK cell & T cell stimulator with reduced exhaustion An NK cell and CD8+ T cell selective Potential for monotherapy activity as well as enriched activator protein that avoids Tregs with combination therapy with potential for improved THERAPEUTIC FUTURE OPAL HYPOTHESIS VALIDATION minimal toxicity or exhaustion could tolerability and potential reduced exhaustion. Poised 2 enable a new frontier in immune oncology to identify responder populations OPL-0101 is designed to leverage cell targeting and Mouse and non-human primate data showed activity, low adverse event occurrence, multiple activation paths to prime NK and CD8+ T and reduced exhaustion cells for selective activation MURINE, in vivo LEWIS LUNG CARCINOMA MURINE MODEL OPL-0101 OPL-0101 INTRAVENOUS INJECTION (fusion protein) 200,000 IUe Lung Liver NKG2D 100 saline wt IL-2 mut IL-2 OPL-0101 50 treatment 0 0 5 10 15 20 25 30 35 40 45 50 Days Post Tumor Injection - OPL-0101’s toxicity began at 13x the “therapeutic dose” and 6x the lethal dose of wild-type IL-2 (based on mouse models) - Lack of damage to lung and liver - Initial NHP data showed NK and CD8+ to Treg ratios increased up tissue demonstrates low off-target to 20-fold compared to baseline effect with OPL-0101 (bottom row) mut IL-2 is IL-2 that is mutated to not bind the alpha receptor; Pathway diagram is a custom visualization which reflects Valo’s therapeutic hypothesis 2Q21 28 [2] Reflects management’s current expectations OPL-0101 mut IL2 wt IL2 Percent Survival OPL-0101: Designed as targeted NK cell & T cell stimulator with reduced exhaustion An NK cell and CD8+ T cell selective Potential for monotherapy activity as well as enriched activator protein that avoids Tregs with combination therapy with potential for improved THERAPEUTIC FUTURE OPAL HYPOTHESIS VALIDATION minimal toxicity or exhaustion could tolerability and potential reduced exhaustion. Poised 2 enable a new frontier in immune oncology to identify responder populations OPL-0101 is designed to leverage cell targeting and Mouse and non-human primate data showed activity, low adverse event occurrence, multiple activation paths to prime NK and CD8+ T and reduced exhaustion cells for selective activation MURINE, in vivo LEWIS LUNG CARCINOMA MURINE MODEL OPL-0101 OPL-0101 INTRAVENOUS INJECTION (fusion protein) 200,000 IUe Lung Liver NKG2D 100 saline wt IL-2 mut IL-2 OPL-0101 50 treatment 0 0 5 10 15 20 25 30 35 40 45 50 Days Post Tumor Injection - OPL-0101’s toxicity began at 13x the “therapeutic dose” and 6x the lethal dose of wild-type IL-2 (based on mouse models) - Lack of damage to lung and liver - Initial NHP data showed NK and CD8+ to Treg ratios increased up tissue demonstrates low off-target to 20-fold compared to baseline effect with OPL-0101 (bottom row) mut IL-2 is IL-2 that is mutated to not bind the alpha receptor; Pathway diagram is a custom visualization which reflects Valo’s therapeutic hypothesis 2Q21 28 [2] Reflects management’s current expectations OPL-0101 mut IL2 wt IL2 Percent Survival

Valo is seeking to develop best-in-class compounds leveraging known or proven biology Creating a PARP1 inhibitor with central Preventing NAMPT inhibition in the OPL-0001: PARP1 OPL-0021: NAMPT penetrance while preserving activity could retina while driving peripheral activity THERAPEUTIC THERAPEUTIC enable treatment of brain metastasis and could create a next generation cancer HYPOTHESIS HYPOTHESIS 1 1 primary brain cancers therapeutic DESIGNING A CNS-PENETRANT PARP1 INHIBITOR RAT RETINA AND PLASMA DISTRIBUTION RATIO OPL-0036810 Comparator (20 mpk) OPAL-0021 (10 mpk) OPL-0036820 Clinical-stage Valo preclinical Predicted in vivo biodistribution OPL-0036367 NAMPT asset NAMPT compound Log([brain]/[plasma]) 40,000 DEL-003 OPL-0036368 OPL-0036819 OPL-0036330 OPL-0036811 Brain 30,000 OPL-0036847 OPL-0036908 OPL-0036909 174x OPL-0036805 OPL-0036405 20,000 OPL-0036892 DEL-001 DEL-005 Plasma DEL-002 OPL-0036804 10,000 DEL-004 Comparator 1 Comparators 13x Comparator 2 Molecules Comparator 3 0 Comparator 4 Plasma drug Retina drug Plasma drug Retina drug Comparator 5 conc(ng/mL) conc (ng/g) conc (ng/mL) conc (ng/g) Log([brain]/[plasma]) 2Q21 29 [1] Reflects management’s current expectations ConcentrationValo is seeking to develop best-in-class compounds leveraging known or proven biology Creating a PARP1 inhibitor with central Preventing NAMPT inhibition in the OPL-0001: PARP1 OPL-0021: NAMPT penetrance while preserving activity could retina while driving peripheral activity THERAPEUTIC THERAPEUTIC enable treatment of brain metastasis and could create a next generation cancer HYPOTHESIS HYPOTHESIS 1 1 primary brain cancers therapeutic DESIGNING A CNS-PENETRANT PARP1 INHIBITOR RAT RETINA AND PLASMA DISTRIBUTION RATIO OPL-0036810 Comparator (20 mpk) OPAL-0021 (10 mpk) OPL-0036820 Clinical-stage Valo preclinical Predicted in vivo biodistribution OPL-0036367 NAMPT asset NAMPT compound Log([brain]/[plasma]) 40,000 DEL-003 OPL-0036368 OPL-0036819 OPL-0036330 OPL-0036811 Brain 30,000 OPL-0036847 OPL-0036908 OPL-0036909 174x OPL-0036805 OPL-0036405 20,000 OPL-0036892 DEL-001 DEL-005 Plasma DEL-002 OPL-0036804 10,000 DEL-004 Comparator 1 Comparators 13x Comparator 2 Molecules Comparator 3 0 Comparator 4 Plasma drug Retina drug Plasma drug Retina drug Comparator 5 conc(ng/mL) conc (ng/g) conc (ng/mL) conc (ng/g) Log([brain]/[plasma]) 2Q21 29 [1] Reflects management’s current expectations Concentration

Valo is seeking to develop compounds that allow us to drug previously undruggable targets USP7 is a clinically validated oncogene implicated In vivo: Complete responses to established 1 in the p53 pathway tumors in mouse models OPL-0012: USP7 THERAPEUTIC HYPOTHESIS USP7 Control Drug Deubiquitination Deubiquitination Ub Ub Ub Transcriptional Ub Ub A specific, selective targeted activation Ub Ub Ub Ub inhibitor designed to unlock p53 Self-ubiquitination p53 MDM2 biology for treating various Ubiquitination 3 cancers P53 degradation MDM2 degradation USP28 has been demonstrated to be required for Strong anti-tumor signals demonstrated by lung 2 c-Myc stability and clinically implicated in cancers squamous cell carcinoma (LSCC) model in mice Proteasome Ub Cul1 OPL-0015: USP28 Ub Skp1 E2 Ub Ub Established tumor model: THERAPEUTIC HYPOTHESIS Ub FBW7 Ub Ub 1800 LSCC (NCI-H520) Human Cells Substrate 1500 c-MYC LSD1 Vehicle A specific, selective targeted 1200 HIF-1α ... OPAL-0015 inhibitor designed to unlock PIRH2 USP28 900 Ub P < 0.0001 Ub c-Myc biology for treating Ub P P CHK2 600 3 ATM DNA damage various cancers P p53 300 P P ATR CHK1 0 0 1 2 3 4 Claspin Time of Treatment (d) [1] Wang, Zhiru, et al. “USP7: Novel Drug Target in Cancer Therapy.” Frontiers in Pharmacology. V-10, 427, (Apr 2019) [2] Wang, Xiaofang, et al. Targeting Deubiquitinase USP28 for Cancer Therapy. Cell Death Dis, V-9, 186 (2018) 2Q21 30 [3] Reflects management’s current expectations 3 Tumor Volume (mm )Valo is seeking to develop compounds that allow us to drug previously undruggable targets USP7 is a clinically validated oncogene implicated In vivo: Complete responses to established 1 in the p53 pathway tumors in mouse models OPL-0012: USP7 THERAPEUTIC HYPOTHESIS USP7 Control Drug Deubiquitination Deubiquitination Ub Ub Ub Transcriptional Ub Ub A specific, selective targeted activation Ub Ub Ub Ub inhibitor designed to unlock p53 Self-ubiquitination p53 MDM2 biology for treating various Ubiquitination 3 cancers P53 degradation MDM2 degradation USP28 has been demonstrated to be required for Strong anti-tumor signals demonstrated by lung 2 c-Myc stability and clinically implicated in cancers squamous cell carcinoma (LSCC) model in mice Proteasome Ub Cul1 OPL-0015: USP28 Ub Skp1 E2 Ub Ub Established tumor model: THERAPEUTIC HYPOTHESIS Ub FBW7 Ub Ub 1800 LSCC (NCI-H520) Human Cells Substrate 1500 c-MYC LSD1 Vehicle A specific, selective targeted 1200 HIF-1α ... OPAL-0015 inhibitor designed to unlock PIRH2 USP28 900 Ub P < 0.0001 Ub c-Myc biology for treating Ub P P CHK2 600 3 ATM DNA damage various cancers P p53 300 P P ATR CHK1 0 0 1 2 3 4 Claspin Time of Treatment (d) [1] Wang, Zhiru, et al. “USP7: Novel Drug Target in Cancer Therapy.” Frontiers in Pharmacology. V-10, 427, (Apr 2019) [2] Wang, Xiaofang, et al. Targeting Deubiquitinase USP28 for Cancer Therapy. Cell Death Dis, V-9, 186 (2018) 2Q21 30 [3] Reflects management’s current expectations 3 Tumor Volume (mm )

Valo has a growing patent portfolio estate CUMULATIVE VALO PATENTS AND APPLICATIONS 605 Patents and Applications 600 - 600 patents and applications directed to compositions Granted of matter and methods of use, including patents and Pending applications related to Valo’s proprietary programs across cardiovascular-metabolic-renal, oncology, and neurodegenerative diseases 411 Granted 400 - 5 patents and applications directed to technology and machine learning for drug discovery/development IP Strategy Driven by Patents and Trade Secrets 200 - Patent strategy focused around therapeutics - Significant trade secret strategy in place with focus 196 Pending around technology platform 0 2018 2019 2020 May 2021 Cumulative Valo patents and applications reflects portfolio as of May 28, 2021. Figures include patents and applications exclusively licensed to Valo 2Q21 31Valo has a growing patent portfolio estate CUMULATIVE VALO PATENTS AND APPLICATIONS 605 Patents and Applications 600 - 600 patents and applications directed to compositions Granted of matter and methods of use, including patents and Pending applications related to Valo’s proprietary programs across cardiovascular-metabolic-renal, oncology, and neurodegenerative diseases 411 Granted 400 - 5 patents and applications directed to technology and machine learning for drug discovery/development IP Strategy Driven by Patents and Trade Secrets 200 - Patent strategy focused around therapeutics - Significant trade secret strategy in place with focus 196 Pending around technology platform 0 2018 2019 2020 May 2021 Cumulative Valo patents and applications reflects portfolio as of May 28, 2021. Figures include patents and applications exclusively licensed to Valo 2Q21 31

DATA PROGRAMS / INSIGHTS Valo’s scalable acceleration model is designed to build a ‘supply chain’ of programs—aspiration to become the standard drug development platform Cross-program active learning benefits internal and external programs EXTERNAL SUPPLY CHAIN INTERNAL SUPPLY CHAIN OPAL ACCELERATION FLYWHEEL OF PROGRAMS OF PROGRAMS DATA EMERGING CURRENT FOCUS THERAPEUTIC AREAS: EMERGING ECOSYSTEM: EARLY DISCOVERY CARDIOVASCULAR-METABOLIC-RENAL PARTNERSHIPS 1 END-TO-END First clinical program launch expected in 2021 PRECLINICAL SOFTWARE ONCOLOGY CLINICAL 1 SOLUTIONS Multiple Drug Candidates expected in 2021 MANUFACTURING NEURODEGENERATIVE DRUG COMPUTE Multiple novel preclinical programs expected 1 in 2021 Both internal & external programs benefit from Opal’s scale The self-reinforcing nature of Opal’s flywheel is designed to enable increasing utility with and at scale [1] Reflects management’s 2021 goals 2Q21 32 PROGRAMS / INSIGHTS DATADATA PROGRAMS / INSIGHTS Valo’s scalable acceleration model is designed to build a ‘supply chain’ of programs—aspiration to become the standard drug development platform Cross-program active learning benefits internal and external programs EXTERNAL SUPPLY CHAIN INTERNAL SUPPLY CHAIN OPAL ACCELERATION FLYWHEEL OF PROGRAMS OF PROGRAMS DATA EMERGING CURRENT FOCUS THERAPEUTIC AREAS: EMERGING ECOSYSTEM: EARLY DISCOVERY CARDIOVASCULAR-METABOLIC-RENAL PARTNERSHIPS 1 END-TO-END First clinical program launch expected in 2021 PRECLINICAL SOFTWARE ONCOLOGY CLINICAL 1 SOLUTIONS Multiple Drug Candidates expected in 2021 MANUFACTURING NEURODEGENERATIVE DRUG COMPUTE Multiple novel preclinical programs expected 1 in 2021 Both internal & external programs benefit from Opal’s scale The self-reinforcing nature of Opal’s flywheel is designed to enable increasing utility with and at scale [1] Reflects management’s 2021 goals 2Q21 32 PROGRAMS / INSIGHTS DATA

Valo’s aspiration is for Opal to become the industry standard platform for drug discovery and development, unlocking multiple business models CURRENT FUTURE Building what we believe is the first digitally Aspiration to become the standard native fully integrated pharma technology platform for drug development 1 2 3 4 BUILD VALIDATE SCALE DEMOCRATIZE Build Opal platform and Validate Opal platform Scale Opal platform through Democratize access to Opal Data Lake through internal pipeline high-value partnerships through software businesses Commercialize or High value technology-driven Partner with ecosystem ANTICIPATED partner a growing series partnerships generating players to sell software REVENUE of de-risked, high impact payments, milestones, and solutions across the MODEL therapeutics royalties ecosystem Valo’s strategy aims to accelerate Opal’s data→compute→drug flywheel over time 2Q21 33Valo’s aspiration is for Opal to become the industry standard platform for drug discovery and development, unlocking multiple business models CURRENT FUTURE Building what we believe is the first digitally Aspiration to become the standard native fully integrated pharma technology platform for drug development 1 2 3 4 BUILD VALIDATE SCALE DEMOCRATIZE Build Opal platform and Validate Opal platform Scale Opal platform through Democratize access to Opal Data Lake through internal pipeline high-value partnerships through software businesses Commercialize or High value technology-driven Partner with ecosystem ANTICIPATED partner a growing series partnerships generating players to sell software REVENUE of de-risked, high impact payments, milestones, and solutions across the MODEL therapeutics royalties ecosystem Valo’s strategy aims to accelerate Opal’s data→compute→drug flywheel over time 2Q21 33

Valo is rapidly scaling and executing its strategy with the goal of positioning Opal as the standard technology platform upon which drugs are built Powered by the Opal platform, Valo aspires to transform the biopharma industry as what we believe is the first digitally-native fully integrated pharma. Valo is: - Leveraging Opal to achieve scalable activation and advancement of high potential therapeutic programs - Optimizing portfolio and minimizing risk with existing pipeline of 15 active programs with high impact potential - Expecting myriad clinical development milestones in diverse areas in 1 the near-term - Aspiring to create a repeatable flow of 2-3 preclinical drug candidates annually (substantial latent pipeline of programs) - Planning to scale external supply chain of programs to increase velocity of Opal’s flywheel - We believe there is an opportunity for Opal to become the standard technology platform for drug development via combination of partnerships and software solutions Khosla Ventures has a reputation for betting on industry transformations and high growth companies. Combination with Khosla represents recognition of Valo’s execution to-date and transformative aspirations [1] Reflects management’s 2021 goals 2Q21 34Valo is rapidly scaling and executing its strategy with the goal of positioning Opal as the standard technology platform upon which drugs are built Powered by the Opal platform, Valo aspires to transform the biopharma industry as what we believe is the first digitally-native fully integrated pharma. Valo is: - Leveraging Opal to achieve scalable activation and advancement of high potential therapeutic programs - Optimizing portfolio and minimizing risk with existing pipeline of 15 active programs with high impact potential - Expecting myriad clinical development milestones in diverse areas in 1 the near-term - Aspiring to create a repeatable flow of 2-3 preclinical drug candidates annually (substantial latent pipeline of programs) - Planning to scale external supply chain of programs to increase velocity of Opal’s flywheel - We believe there is an opportunity for Opal to become the standard technology platform for drug development via combination of partnerships and software solutions Khosla Ventures has a reputation for betting on industry transformations and high growth companies. Combination with Khosla represents recognition of Valo’s execution to-date and transformative aspirations [1] Reflects management’s 2021 goals 2Q21 34

EX-99.3

Exhibit 99.3 Valo Overview: Supplemental Content 2Q21Exhibit 99.3 Valo Overview: Supplemental Content 2Q21

Disclaimer Disclaimer. This presentation (“Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Khosla Ventures Acquisition Co. (“Khosla”) and Valo Health, LLC (“Valo” or the “Company”) and for no other purpose. The information contained herein does not purport to be all inclusive and neither of Khosla, Valo, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. Forward Looking Statements. Certain statements in this Presentation may be considered forward looking statements. Forward looking statements generally relate to future events or Khosla’s or the Company’s future financial or operating performance. For example, statements concerning the following include forward looking statements: development plans for Valo’s platform; the size and growth of markets for Valo’s platform; the Company’s expectations regarding the adoption of the Opal platform in the biotechnology, pharmaceutical and other industries; and the potential effects of the Business Combination on the Company. In some cases, you can identify forward looking statements by terminology such as “may”, “should”, “ expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward looking statements are based upon estimates and assumptions that, while considered reasonable by Khosla and its management, and Valo and its management, as the case may be, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management's control including the inability of the parties to successfully or timely consummate the proposed business combination, or the expected benefits of the proposed business combination or that the approval of the stockholders of Khosla is not obtained; (iii) the ability to maintain the listing of the combined company’s securities on the Nasdaq Capital Market; (iv) the inability to complete the PIPE; (v) the risk that the proposed business combination disrupts current plans and operations of Valo as a result of the announcement and consummation of the transaction described herein; the risk that any of the conditions to closing are not satisfied in the anticipated manner or on the anticipated timeline; the failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial information with respect to Valo and costs related to the proposed business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed business combination; the amount of redemption requests made by Khosla’s public stockholders; the effects of the COVID 19 pandemic, general economic conditions; and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in Khosla’s final prospectus relating to its initial public offering, dated March 3, 2021, and other filings with the Securities and Exchange Commission (‘SEC”), as well as factors associated with companies, such as the Company, that are engaged in drug discovery and development. Nothing in this Presentation should be regarded as a representation by any person that the forward looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. You should not place undue reliance on forward looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Khosla nor the Company undertakes any duty to update these forward looking statements. Additional Information. In connection with the proposed Business Combination, Khosla intends to file with the SEC a registration statement on Form S 4 containing a preliminary proxy statement/prospectus of Khosla, and after the registration statement is declared effective, Khosla will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Khosla ’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Valo, Khosla and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of Khosla as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Khosla Ventures Acquisition Co. , 2128 Sand Hill Road, Menlo Park, CA 94025. 2Q21 2Disclaimer Disclaimer. This presentation (“Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Khosla Ventures Acquisition Co. (“Khosla”) and Valo Health, LLC (“Valo” or the “Company”) and for no other purpose. The information contained herein does not purport to be all inclusive and neither of Khosla, Valo, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. Forward Looking Statements. Certain statements in this Presentation may be considered forward looking statements. Forward looking statements generally relate to future events or Khosla’s or the Company’s future financial or operating performance. For example, statements concerning the following include forward looking statements: development plans for Valo’s platform; the size and growth of markets for Valo’s platform; the Company’s expectations regarding the adoption of the Opal platform in the biotechnology, pharmaceutical and other industries; and the potential effects of the Business Combination on the Company. In some cases, you can identify forward looking statements by terminology such as “may”, “should”, “ expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward looking statements are based upon estimates and assumptions that, while considered reasonable by Khosla and its management, and Valo and its management, as the case may be, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management's control including the inability of the parties to successfully or timely consummate the proposed business combination, or the expected benefits of the proposed business combination or that the approval of the stockholders of Khosla is not obtained; (iii) the ability to maintain the listing of the combined company’s securities on the Nasdaq Capital Market; (iv) the inability to complete the PIPE; (v) the risk that the proposed business combination disrupts current plans and operations of Valo as a result of the announcement and consummation of the transaction described herein; the risk that any of the conditions to closing are not satisfied in the anticipated manner or on the anticipated timeline; the failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial information with respect to Valo and costs related to the proposed business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed business combination; the amount of redemption requests made by Khosla’s public stockholders; the effects of the COVID 19 pandemic, general economic conditions; and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in Khosla’s final prospectus relating to its initial public offering, dated March 3, 2021, and other filings with the Securities and Exchange Commission (‘SEC”), as well as factors associated with companies, such as the Company, that are engaged in drug discovery and development. Nothing in this Presentation should be regarded as a representation by any person that the forward looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. You should not place undue reliance on forward looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Khosla nor the Company undertakes any duty to update these forward looking statements. Additional Information. In connection with the proposed Business Combination, Khosla intends to file with the SEC a registration statement on Form S 4 containing a preliminary proxy statement/prospectus of Khosla, and after the registration statement is declared effective, Khosla will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Khosla ’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Valo, Khosla and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of Khosla as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Khosla Ventures Acquisition Co. , 2128 Sand Hill Road, Menlo Park, CA 94025. 2Q21 2

Disclaimer (con’t) Participants in the Solicitation. Khosla, Valo and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Khosla’s shareholders with respect to the proposed Business Combination. A list of the names of Khosla’s directors and executive officers and a description of their interests in Khosla is contained in Khosla’s final prospectus relating to its initial public offering, dated March 3, 2021, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Khosla Ventures Acquisition Co. , 2128 Sand Hill Road, Menlo Park, CA 94025. Additional information regarding the interests of the participants in the solicitation of proxies from Khosla’s shareholders with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available. No Offer or Solicitation. This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Certain information contained in this Presentation relates to or is based on publications, surveys and the Company’s own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while the Company believes its internal research is reliable, such research has not been verified by any independent source. This meeting and any information communicated at this meeting are strictly confidential and should not be discussed outside your organization. The reader shall not rely upon any statement, representation or warranty made by any other person, firm or corporation in making its investment or decision to invest in the Company. Neither of Khosla, the Company, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives, shall be liable to the reader for any information set forth herein or any action taken or not taken by any reader, including any investment in shares of Khosla or the Company. Valo and Opal are trademarks of Valo Health, LLC. All other trademarks and registered trademarks are property of their respective owners. This document contains the trademarks and service marks of third parties and such trademarks and service marks are the property of their respective owners. These marks may be registered and/or used in the U.S. and other countries around the world. Financial Information. The financial information and data contained in this presentation is unaudited and certain financial information and data does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement / prospectus or registration statement to be filed by Khosla with the SEC in connection with the proposed transaction. The “pro forma” financial data included herein has not been prepared in accordance with Article 11 of the SEC's Regulation S-X, is presented for informational purposes only and may differ materially from the Regulation S-X compliant unaudited pro forma financial statements of Valo to be included in Khosla's proxy statement / prospectus in connection with the proposed Business Combination (when available). In addition, all of Valo's historical financial information included herein is subject to change in accordance with PCAOB auditing standards. 2Q21 3Disclaimer (con’t) Participants in the Solicitation. Khosla, Valo and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Khosla’s shareholders with respect to the proposed Business Combination. A list of the names of Khosla’s directors and executive officers and a description of their interests in Khosla is contained in Khosla’s final prospectus relating to its initial public offering, dated March 3, 2021, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Khosla Ventures Acquisition Co. , 2128 Sand Hill Road, Menlo Park, CA 94025. Additional information regarding the interests of the participants in the solicitation of proxies from Khosla’s shareholders with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available. No Offer or Solicitation. This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Certain information contained in this Presentation relates to or is based on publications, surveys and the Company’s own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while the Company believes its internal research is reliable, such research has not been verified by any independent source. This meeting and any information communicated at this meeting are strictly confidential and should not be discussed outside your organization. The reader shall not rely upon any statement, representation or warranty made by any other person, firm or corporation in making its investment or decision to invest in the Company. Neither of Khosla, the Company, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives, shall be liable to the reader for any information set forth herein or any action taken or not taken by any reader, including any investment in shares of Khosla or the Company. Valo and Opal are trademarks of Valo Health, LLC. All other trademarks and registered trademarks are property of their respective owners. This document contains the trademarks and service marks of third parties and such trademarks and service marks are the property of their respective owners. These marks may be registered and/or used in the U.S. and other countries around the world. Financial Information. The financial information and data contained in this presentation is unaudited and certain financial information and data does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement / prospectus or registration statement to be filed by Khosla with the SEC in connection with the proposed transaction. The “pro forma” financial data included herein has not been prepared in accordance with Article 11 of the SEC's Regulation S-X, is presented for informational purposes only and may differ materially from the Regulation S-X compliant unaudited pro forma financial statements of Valo to be included in Khosla's proxy statement / prospectus in connection with the proposed Business Combination (when available). In addition, all of Valo's historical financial information included herein is subject to change in accordance with PCAOB auditing standards. 2Q21 3

Risk Factors The below list of risk factors has been prepared as part of the Business Combination. The risks presented below are a subset of the general risks related to the business of Valo and the proposed Business Combination, and such list is not exhaustive. The list below has been prepared solely for purposes of the private placement transaction, and solely for potential private placement investors, and not for any other purpose. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by Khosla with the SEC, and you should carefully consider these risks and uncertainties, together with the information in Valo’s consolidated financial statements and related notes. If Valo cannot address any of the following risks and uncertainties effectively, or any other risks and difficulties that may arise in the future, its business, financial condition and results of operations could be materially and adversely affected. The risks described below are not the only risks that Valo faces. Additional risks that Valo currently does not know about or that it currently believes to be immaterial may also impair its business, financial condition or results of operations. You should review this investor presentation and perform your own due diligence and consult with your own financial and legal advisors prior to making an investment in Khosla and Valo. Risks relating to the business of Valo will be disclosed in future documents filed or furnished by Valo and/or Khosla with the SEC, including the documents filed or furnished in connection with the proposed transactions between Valo and Khosla. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of Valo and Khosla and the proposed transactions between Valo and Khosla, and may differ significantly from, and be more extensive than, those presented below. Risks Related to Valo’s Business - Valo has a history of substantial net operating losses and expects that it will continue to incur losses for the foreseeable future. - Valo has not generated any revenue since inception, which, together with its limited operating history and rapid growth, makes evaluating Valo’s current business and prospects difficult and may increase the risk of your investment. - Valo may incur significant costs relating to financing future acquisitions or licensing transactions. If Valo is unable to raise capital when needed or on attractive terms, Valo would be unable to consummate such transactions, forced to delay, scale back or discontinue some of its product candidate development programs or future commercialization efforts. - Valo has not conducted any clinicals trial to date. Valo’s product candidates will require preclinical and clinical development, which are lengthy and expensive processes with uncertain outcomes and the potential for substantial delays. Valo cannot give any assurance that any of its product candidates will be successful in clinical trials or receive regulatory approval, which approval is necessary before such product candidates can be commercialized. - Although Valo believes that its Opal platform has the potential to identify more promising molecules than traditional methods and to accelerate drug discovery and development, Valo’s focus on using its platform technology to discover and design molecules with therapeutic potential may not result in the discovery and development of commercially viable products for Valo or its collaborators. - Valo has invested, and expects to continue to invest, in research and development efforts that further enhance the Opal platform and advance drug candidates. Such investments in technology, data and therapeutic development are inherently risky and may affect Valo’s operating results. If the return on these investments is lower or develops more slowly than Valo expects, its revenues and results of operations may suffer. - If Valo cannot maintain existing partnerships, including its data partnerships, and cannot enter into new partnerships or similar business arrangements, Valo’s business could be adversely affected. - Because Valo has multiple programs and drug candidates in its development pipeline and is pursuing a variety of target indications and treatment modalities, Valo may expend its limited resources to pursue a particular drug candidate and fail to capitalize on opportunities that may be more profitable or for which there is a greater likelihood of success. - Security breaches, loss of data and other disruptions could compromise sensitive information related to Valo’s business or prevent it from accessing critical information and expose it to liability, which could adversely affect Valo’s business and reputation. - The outcome of preclinical development testing and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. - Valo’s success depends on its ability to protect its intellectual property, including trade secrets. - Valo will need to expand its organization and it may experience difficulties in managing this growth, which could disrupt its operations. - The markets in which Valo participates are highly competitive, and if Valo does not compete effectively, including for talent necessary to meet its business goals, its business and operating results could be adversely affected. - Even if Valo receives regulatory approval for any of its current or future product candidates, there can be no assurance that Valo may be successful due to competition, reimbursement landscape and challenges to adoption of its product candidates in the industry in which Valo operates. - Valo may be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially harm Valo’s business and results of operations. - Certain of Valo’s estimates of market opportunity and forecasts of market growth could prove to be inaccurate. - If Valo is unable to attract and retain key employees and hire qualified personnel, its ability to compete and successfully grow its business would be adversely affected. - Valo may need to raise additional funds and these funds may not be available when needed. - Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect Valo’s business and future profitability. - Business interruptions resulting from the coronavirus disease (COVID-19) outbreak or similar public health crises could cause a disruption of the development of Valo’s product candidates and adversely impact its business. Risks Related to the Business Combination - The consummation of the Business Combination is subject to a number of conditions, including entry into a definitive agreement and plan of merger (the “Merger Agreement”), and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. - There is no guarantee that a Khosla stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better economic position. - If the Business Combination benefits do not meet the expectation of investors or securities or analysts, the market price of Khosla’s securities or, following the consummation of the Business Combination, the combined company’s securities may decline. - Potential legal proceedings in connection with the Business Combination, the outcome of which may be uncertain, could delay or prevent the completion of the Business Combination. - Following the consummation of the Business Combination, the combined company (“New Valo”) will be an “emerging growth company” and it cannot be certain if the required disclosure requirements applicable to emerging growth companies will make the post-combination company’s common stock less attractive to investors and may make it more difficult to compare performance with other public companies. - New Valo will incur significantly increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations. 2Q21 4Risk Factors The below list of risk factors has been prepared as part of the Business Combination. The risks presented below are a subset of the general risks related to the business of Valo and the proposed Business Combination, and such list is not exhaustive. The list below has been prepared solely for purposes of the private placement transaction, and solely for potential private placement investors, and not for any other purpose. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by Khosla with the SEC, and you should carefully consider these risks and uncertainties, together with the information in Valo’s consolidated financial statements and related notes. If Valo cannot address any of the following risks and uncertainties effectively, or any other risks and difficulties that may arise in the future, its business, financial condition and results of operations could be materially and adversely affected. The risks described below are not the only risks that Valo faces. Additional risks that Valo currently does not know about or that it currently believes to be immaterial may also impair its business, financial condition or results of operations. You should review this investor presentation and perform your own due diligence and consult with your own financial and legal advisors prior to making an investment in Khosla and Valo. Risks relating to the business of Valo will be disclosed in future documents filed or furnished by Valo and/or Khosla with the SEC, including the documents filed or furnished in connection with the proposed transactions between Valo and Khosla. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of Valo and Khosla and the proposed transactions between Valo and Khosla, and may differ significantly from, and be more extensive than, those presented below. Risks Related to Valo’s Business - Valo has a history of substantial net operating losses and expects that it will continue to incur losses for the foreseeable future. - Valo has not generated any revenue since inception, which, together with its limited operating history and rapid growth, makes evaluating Valo’s current business and prospects difficult and may increase the risk of your investment. - Valo may incur significant costs relating to financing future acquisitions or licensing transactions. If Valo is unable to raise capital when needed or on attractive terms, Valo would be unable to consummate such transactions, forced to delay, scale back or discontinue some of its product candidate development programs or future commercialization efforts. - Valo has not conducted any clinicals trial to date. Valo’s product candidates will require preclinical and clinical development, which are lengthy and expensive processes with uncertain outcomes and the potential for substantial delays. Valo cannot give any assurance that any of its product candidates will be successful in clinical trials or receive regulatory approval, which approval is necessary before such product candidates can be commercialized. - Although Valo believes that its Opal platform has the potential to identify more promising molecules than traditional methods and to accelerate drug discovery and development, Valo’s focus on using its platform technology to discover and design molecules with therapeutic potential may not result in the discovery and development of commercially viable products for Valo or its collaborators. - Valo has invested, and expects to continue to invest, in research and development efforts that further enhance the Opal platform and advance drug candidates. Such investments in technology, data and therapeutic development are inherently risky and may affect Valo’s operating results. If the return on these investments is lower or develops more slowly than Valo expects, its revenues and results of operations may suffer. - If Valo cannot maintain existing partnerships, including its data partnerships, and cannot enter into new partnerships or similar business arrangements, Valo’s business could be adversely affected. - Because Valo has multiple programs and drug candidates in its development pipeline and is pursuing a variety of target indications and treatment modalities, Valo may expend its limited resources to pursue a particular drug candidate and fail to capitalize on opportunities that may be more profitable or for which there is a greater likelihood of success. - Security breaches, loss of data and other disruptions could compromise sensitive information related to Valo’s business or prevent it from accessing critical information and expose it to liability, which could adversely affect Valo’s business and reputation. - The outcome of preclinical development testing and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. - Valo’s success depends on its ability to protect its intellectual property, including trade secrets. - Valo will need to expand its organization and it may experience difficulties in managing this growth, which could disrupt its operations. - The markets in which Valo participates are highly competitive, and if Valo does not compete effectively, including for talent necessary to meet its business goals, its business and operating results could be adversely affected. - Even if Valo receives regulatory approval for any of its current or future product candidates, there can be no assurance that Valo may be successful due to competition, reimbursement landscape and challenges to adoption of its product candidates in the industry in which Valo operates. - Valo may be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially harm Valo’s business and results of operations. - Certain of Valo’s estimates of market opportunity and forecasts of market growth could prove to be inaccurate. - If Valo is unable to attract and retain key employees and hire qualified personnel, its ability to compete and successfully grow its business would be adversely affected. - Valo may need to raise additional funds and these funds may not be available when needed. - Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect Valo’s business and future profitability. - Business interruptions resulting from the coronavirus disease (COVID-19) outbreak or similar public health crises could cause a disruption of the development of Valo’s product candidates and adversely impact its business. Risks Related to the Business Combination - The consummation of the Business Combination is subject to a number of conditions, including entry into a definitive agreement and plan of merger (the “Merger Agreement”), and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. - There is no guarantee that a Khosla stockholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better economic position. - If the Business Combination benefits do not meet the expectation of investors or securities or analysts, the market price of Khosla’s securities or, following the consummation of the Business Combination, the combined company’s securities may decline. - Potential legal proceedings in connection with the Business Combination, the outcome of which may be uncertain, could delay or prevent the completion of the Business Combination. - Following the consummation of the Business Combination, the combined company (“New Valo”) will be an “emerging growth company” and it cannot be certain if the required disclosure requirements applicable to emerging growth companies will make the post-combination company’s common stock less attractive to investors and may make it more difficult to compare performance with other public companies. - New Valo will incur significantly increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations. 2Q21 4

Valo by the numbers: Interfacing technology and therapeutic development to drive drug discovery and development CUMULATIVE PROGRESS 2019 2020 2021 Targets evaluated 16 94 202 1 Discovery programs 0 5 14 2 IND-enabling programs 0 0 1 3 Clinical programs 0 0 2 4 Patents and applications 5 319 605 Targets actioned = Targets evaluated for potential program launch or in-licensing [1] Includes programs from acquisitions [2] OPL-0101 acquired in May 2021 [3] OPL-0301 in-licensed in Feb 2021. OPL-0401 in-licensed in May 2021 2Q21 5 [4] Includes patents and applications from acquisitions, in-licenses, and optionsValo by the numbers: Interfacing technology and therapeutic development to drive drug discovery and development CUMULATIVE PROGRESS 2019 2020 2021 Targets evaluated 16 94 202 1 Discovery programs 0 5 14 2 IND-enabling programs 0 0 1 3 Clinical programs 0 0 2 4 Patents and applications 5 319 605 Targets actioned = Targets evaluated for potential program launch or in-licensing [1] Includes programs from acquisitions [2] OPL-0101 acquired in May 2021 [3] OPL-0301 in-licensed in Feb 2021. OPL-0401 in-licensed in May 2021 2Q21 5 [4] Includes patents and applications from acquisitions, in-licenses, and options

Since our Series B, we have focused on scaling our internal supply chain of programs EXPECTED SEC FILING SERIES B SPAC MERGER Mid June 10-year biobank S1P1 (OPL-0301) ROCKi (OPL-0401) partnership signed in-license complete in-license complete w/exclusivity window IL2+ (OPL-0101) Additional preclinical Additional preclinical acquisition complete programs activated programs activated Q1 2021 Q2 2021 PLATFORM PLATFORM OPL-0301 OPAL-0022 Valo has aggressively scaled its internal supply chain of programs DATA DATA OPL-0401 OPAL-0004 from 4Q20 to 2Q21 OPAL-0021 OPAL-0021 (lo) OPL-0101 OPAL-0018 (lo) OPAL-0015 - In-license of S1P1 (OPL-0301), Phase II ready OPAL-0015 (lo) OPAL-0024 (lo) OPAL-0012 OPAL-0012 (lo) OPAL-0014 - In-license of ROCKi (OPL-0401), Phase II ready OPAL-0001 OPAL-0001 OPAL-0023 1 OPAL-0003 OPAL-0003 OPAL-0016 (lo) - Acquisition of NK & T cell stimulator (OPL-0101) , late-preclinical OPAL-0002 - Activation of 9 additional preclinical programs (6 now in lead opt) OPAL-0006 Lead opt = lead optimization (lo) 2Q21 6Since our Series B, we have focused on scaling our internal supply chain of programs EXPECTED SEC FILING SERIES B SPAC MERGER Mid June 10-year biobank S1P1 (OPL-0301) ROCKi (OPL-0401) partnership signed in-license complete in-license complete w/exclusivity window IL2+ (OPL-0101) Additional preclinical Additional preclinical acquisition complete programs activated programs activated Q1 2021 Q2 2021 PLATFORM PLATFORM OPL-0301 OPAL-0022 Valo has aggressively scaled its internal supply chain of programs DATA DATA OPL-0401 OPAL-0004 from 4Q20 to 2Q21 OPAL-0021 OPAL-0021 (lo) OPL-0101 OPAL-0018 (lo) OPAL-0015 - In-license of S1P1 (OPL-0301), Phase II ready OPAL-0015 (lo) OPAL-0024 (lo) OPAL-0012 OPAL-0012 (lo) OPAL-0014 - In-license of ROCKi (OPL-0401), Phase II ready OPAL-0001 OPAL-0001 OPAL-0023 1 OPAL-0003 OPAL-0003 OPAL-0016 (lo) - Acquisition of NK & T cell stimulator (OPL-0101) , late-preclinical OPAL-0002 - Activation of 9 additional preclinical programs (6 now in lead opt) OPAL-0006 Lead opt = lead optimization (lo) 2Q21 6

Valo’s in-licensed assets are pursuing significant unmet medical needs in major diseases OPL-0301 for the treatment of Post-MI & AKI OPL-0401 for the treatment of diabetic retinopathy (DR) Valo believes that as a biased S1P agonist, OPL-0301 may avoid the side effects Valo believes that OPL-0401’s oral dosing and potential preferential exposure in 1 of other S1P modulators and therefore unlock therapeutic benefit the retina has the potential to address currently underserved DR patients 1 ILLUSTRATIVE TARGET PATIENT POPULATION ILLUSTRATIVE TARGET PATIENT POPULATION 1 Top-line hospitalized MI patients 0.54M US / 0.5M EU5 / 0.25M JPN 5 Top-line diagnosed prevalence 2.4M US / 5M EU5 / 1.2M JPN Percent of patients with left 45% 2 ventricular ejection fraction <50 Percent of moderate and severe non-proliferative patients out of 40% Treatable MI patient population 0.24M US / 0.23M EU5 / 0.11M JPN 6 total 3 Treatable AKI patient population 0.9M US / 0.45M EU5 / 0.15M JPN Treatable patient population 0.96M US / 2.00M EU5 / 0.48M JPN Total treatable patient population 1.14M US / 0.68M EU5 / 0.26M JPN ILLUSTRATIVE EXAMPLES OF APPROVED PRODUCTS ILLUSTRATIVE EXAMPLES OF APPROVED PRODUCTS 4 4 2020 Net Revenue 2020 Net Revenue Sacubitril/valsartan (HF) Aflibercept (IVT, AMD/DR) $2.5B WW ($1.3B US) $8.4B WW ($4.9B US) EntrestoEylea Alteplase (AIS) Ranibizumab (IVT, AMD/DR) $1.9B WW ($1.4B US) $3.5B WW ($1.5B US) ActivaseLucentis Macitentan (PAH) Dapagliflozin (oral, T2D mgmt) $1.6B WW ($1.0B US) $2.1B WW ($0.6B US) OpsumitFarxiga 2Q21 7 [1] CDC, NCBI, Nishigaki, et al., EuroStat; [2] Miller, et al.; [3] Research and Markets; [4] EvaluatePharma [5] GlobalData; [6] Journal of Clinical and Experimental OphthalmologyValo’s in-licensed assets are pursuing significant unmet medical needs in major diseases OPL-0301 for the treatment of Post-MI & AKI OPL-0401 for the treatment of diabetic retinopathy (DR) Valo believes that as a biased S1P agonist, OPL-0301 may avoid the side effects Valo believes that OPL-0401’s oral dosing and potential preferential exposure in 1 of other S1P modulators and therefore unlock therapeutic benefit the retina has the potential to address currently underserved DR patients 1 ILLUSTRATIVE TARGET PATIENT POPULATION ILLUSTRATIVE TARGET PATIENT POPULATION 1 Top-line hospitalized MI patients 0.54M US / 0.5M EU5 / 0.25M JPN 5 Top-line diagnosed prevalence 2.4M US / 5M EU5 / 1.2M JPN Percent of patients with left 45% 2 ventricular ejection fraction <50 Percent of moderate and severe non-proliferative patients out of 40% Treatable MI patient population 0.24M US / 0.23M EU5 / 0.11M JPN 6 total 3 Treatable AKI patient population 0.9M US / 0.45M EU5 / 0.15M JPN Treatable patient population 0.96M US / 2.00M EU5 / 0.48M JPN Total treatable patient population 1.14M US / 0.68M EU5 / 0.26M JPN ILLUSTRATIVE EXAMPLES OF APPROVED PRODUCTS ILLUSTRATIVE EXAMPLES OF APPROVED PRODUCTS 4 4 2020 Net Revenue 2020 Net Revenue Sacubitril/valsartan (HF) Aflibercept (IVT, AMD/DR) $2.5B WW ($1.3B US) $8.4B WW ($4.9B US) EntrestoEylea Alteplase (AIS) Ranibizumab (IVT, AMD/DR) $1.9B WW ($1.4B US) $3.5B WW ($1.5B US) ActivaseLucentis Macitentan (PAH) Dapagliflozin (oral, T2D mgmt) $1.6B WW ($1.0B US) $2.1B WW ($0.6B US) OpsumitFarxiga 2Q21 7 [1] CDC, NCBI, Nishigaki, et al., EuroStat; [2] Miller, et al.; [3] Research and Markets; [4] EvaluatePharma [5] GlobalData; [6] Journal of Clinical and Experimental Ophthalmology

In the long-term, Valo aspires to significantly reduce the time and cost of drug discovery and development, while improving the quality and PTRS of its programs DISCOVERY & PRECLINICAL CLINICAL DEVELOPMENT APPROVAL TOTAL AVERAGE AVERAGE AVERAGEAVERAGE 5.5 years 6.5 years 1.5 years 13.5 years $280M per launch $550M per launch $44M per launch $874M per launch 35% Phase PTRS 13% Phase PTRS 91% PTRS 4% Overall PTRS NPV on 3 programs 4 per year : $7.9B GOAL GOAL GOALGOAL 3 3 2,3 2,3 2-4 years 3-6 years 1.5 years 8-11 years 3 3 3 3 $35-45M per launch $250-350M per launch $42M per launch $350-500M per launch 3 3 3 3 70-80% Phase PTRS 40-50% Phase PTRS 95% PTRS 25-40% Overall PTRS Overall PTRS (from phase to approval) NPV on 3 programs per 4 year : $15-30B Discovery Preclinical Ph I Ph II Ph III Regulatory 1 INDUSTRY 4% 8% 12% 22% 64% 91% VALO GOAL 30-40% 35-45% 40-50% 50-60% 75-85% 95% [1] Paul, Steven M., et al. How to improve R&D productivity: the pharmaceutical industry's grand challenge. Nat Rev Drug Discov 9, 203–214 (Mar 2010). Based on industry benchmarks and data from Eli Lilly and Company [2] Assumes standard regulatory timelines [3] Based on management’s long-term expectations 2Q21 [4] 3 programs to generate launches-per-year for 10 years, assuming peak sales of $1B with 5 year even sales ramp using numbers to get to launches per this slide, no sales post IP expiry with filing on year 1 and assuming 8 5 year extension, 13.5% discount rate 1 VALO INDUSTRYIn the long-term, Valo aspires to significantly reduce the time and cost of drug discovery and development, while improving the quality and PTRS of its programs DISCOVERY & PRECLINICAL CLINICAL DEVELOPMENT APPROVAL TOTAL AVERAGE AVERAGE AVERAGEAVERAGE 5.5 years 6.5 years 1.5 years 13.5 years $280M per launch $550M per launch $44M per launch $874M per launch 35% Phase PTRS 13% Phase PTRS 91% PTRS 4% Overall PTRS NPV on 3 programs 4 per year : $7.9B GOAL GOAL GOALGOAL 3 3 2,3 2,3 2-4 years 3-6 years 1.5 years 8-11 years 3 3 3 3 $35-45M per launch $250-350M per launch $42M per launch $350-500M per launch 3 3 3 3 70-80% Phase PTRS 40-50% Phase PTRS 95% PTRS 25-40% Overall PTRS Overall PTRS (from phase to approval) NPV on 3 programs per 4 year : $15-30B Discovery Preclinical Ph I Ph II Ph III Regulatory 1 INDUSTRY 4% 8% 12% 22% 64% 91% VALO GOAL 30-40% 35-45% 40-50% 50-60% 75-85% 95% [1] Paul, Steven M., et al. How to improve R&D productivity: the pharmaceutical industry's grand challenge. Nat Rev Drug Discov 9, 203–214 (Mar 2010). Based on industry benchmarks and data from Eli Lilly and Company [2] Assumes standard regulatory timelines [3] Based on management’s long-term expectations 2Q21 [4] 3 programs to generate launches-per-year for 10 years, assuming peak sales of $1B with 5 year even sales ramp using numbers to get to launches per this slide, no sales post IP expiry with filing on year 1 and assuming 8 5 year extension, 13.5% discount rate 1 VALO INDUSTRY

EX-99.4

Exhibit 99.4

Filed by Khosla Ventures Acquisition Co.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Khosla Ventures Acquisition Co.

Commission File No. 001-40131

Valo and KVAC Investor Presentation Transcript

Script Full Deck slides 5-22

SK: Good Morning, and thank you for being with us today. I’m Samir Kaul, I am a Founding Partner and Managing Director at Khosla Ventures and I’m here with David Berry, the founder and CEO of Valo (Val-O) Health. We are thrilled to be here to discuss, what we believe is a unique transaction and investment opportunity in the combination of Khosla Ventures Acquisition Company and Valo Health...

Before starting, I’d like to call your attention to the Disclaimers and Risk Factors on slides 2, 3 and 4.

For those of you who do not know me, as a Founding Partner at Khosla over the last 15 years I have been focused on working with and investing in companies driving transformational change in health, sustainability and advanced technology. I’ve taken a particular focus on where technology can disrupt old industries or old ways of doing things and using that approach to successfully support and build new energy, technology, and healthcare companies. Investments that I have led include Cadre, Guardant Health, Impossible Foods, Oscar, Nutanix, and QuantumScape, among others. At Khosla, we take particular pride in being early investors in industry defining companies across verticals. Working with the best entrepreneurs and leveraging our thought leadership, we identify the companies we believe are most likely to lead and to outperform. It is with this, over the last 15 years, we have generated exceptional predictable performance, with $14B AUM.    We have invested in industry defining companies that have created over $239B of market cap value in fintech, $106B in consumer, $80B in enterprise, $26B in sustainability, $28B in health tech. Prior to co-founding Khosla Ventures, I spent five years at Flagship Pioneering where I started and invested in early-stage biotechnology companies. It was at Flagship where I had the good fortune to hire and launch a company with David Berry, which is where I experienced first-hand his ability to envision and create cutting edge businesses.

We launched our SPAC earlier this year seeking companies that are later in development than our typical early investment, but on a path to support the same industry transformation that we have historically invested in.

We set out to find an entrepreneur and company with the vision of transforming an industry; anchored with a strong business model, that was poised to grow leveraging an established foundation--one where scale capital could bring the future forward, accelerate development and execution, and that was ready for the public markets.

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David and Valo met—if not exceeded—all of our search criteria and everything that we were looking for; as I believe you will see from today’s presentation, Valo has assembled and recruited an impressive team of experts, built a differentiated technology platform, extensive high-quality patient data sources, established an impressive lineup of clinical and early discovery therapeutic programs and have positioned themselves with the potential to revolutionize the drug discovery and development process as we know it today. Valo’s vision to build a new model of drug discovery and development—offering to potentially change the value curve for a trillion dollar market segment—fits squarely into the companies we are excited to back and bring our experience to.

Looking at the first slide:

Slide 5

SK:

As I mentioned we believe that the Combination of Khosla Ventures Acquisition Company & Valo Health creates an industry-defining opportunity that can be accelerated by our capital. Core to our vision, and how we have partnered with industry-defining companies generating nearly half a trillion dollars in value, is alignment between investors and management teams with a focus on long term performance. This is a formula that has worked well with us in our venture investments, and with which we are now applying in this SPAC-PIPE context as well. To this end, our SPAC does not have warrants, but does have a promote that is below market initially but increases with stock performance of the company post-business combination, aligning us at our core towards increasing shareholder value. We have locked up our shares for 12 months (unless we hit price-based performance targets earlier)- longer than the typical SPAC, and we have a $25M forward purchasing agreement backstop [in addition to investing already approximately $10 million at the time of the IPO and a commitment for an additional $10 million in the PIPE].

I’m pleased to now turn it over to David who will take you through the Valo business model

Pro Forma Valuation & Ownership

Slide 6

Thank you Samir,

Slide 6 illustrates the financial details of the proposed transaction including the core equity value, the SPAC capital and the PIPE investment. We saw the partnership with Khosla as a fantastic opportunity to bring the future forward. Khosla has a reputation second to none for building transformation businesses, and we believe this partnership helps accelerate us and bring our vision closer to reality.

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Valo is a technology Co. led by an experienced team

Slide 7

I founded Valo in 2019 with the recognition that we were going through a foundational shift in the pharmaceutical landscape. We saw the opportunity to use data and computation, which just now are at the scale to offer such a transformation, to rewrite how drug discovery and development are done—bringing forth a better, more relevant model that could reduce costs and time, that could increase probability of success, and that could better enable the creation of life changing therapeutics for unmet medical needs.

It was with this vision that Valo was founded not to advance a system, but to transform it. Valo is a technology company built entirely with the mission to transform the pharmaceutical industry.

Our people and our culture are at the heart of everything that we do and are our greatest assets. We take great pride in attracting and assembling what we believe to be world-class team of over 115 Valorians—as we call ourselves— who play a critical role in shaping and executing our mission. Their deep experience across various industries is key to our success.

Members of our management team have held senior leadership positions at companies and organizations that include Sanofi, IBM, Merck, Amazon, GSK, and the FDA

Collectively members of Valo’s management team have led and/or been involved with:

• Over 100 drug approvals

• Over 1,000 regulatory filings and

• More than 1,000 clinical trials

• And, has also deployed over 28,000 artificial intelligence (AI) models

As Samir mentioned, we met at Flagship Pioneering, where I have been a general partner since 2005, in this time I have founded more than 20 companies, served as founding CEO of over 10 companies and have been involved with multiple IPO’s and acquisitions. I currently hold over 200 patents and patent applications.

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Valo’s Board & Investors

Slide 8

We have attracted what we believe is a world-class board and investors with deep experience to help support our vision. Our board and our investors are deeply aligned with our focus on interfacing technology and life sciences with the aim of transforming drug discovery and development

The Pharma Industry is at an inflection point

Slide 9

We believe the pharmaceutical industry is at an inflection point—if the last year has shown us anything it is that so much more is possible when there is a dedicated focus on innovation and resources. But beyond pandemics, we believe there is a step change opportunity sitting in front of the industry--the scale of human-centric data and computation has made it possible for there to be significant changes put into place for the first time.

This is an industry with $1.25 trillion in annual revenue, but it has experienced ongoing decreased R&D productivity with increasing pricing pressures--a stress exemplified by vastly divergent stakeholders and possibly at the heart of all of this: a reliance on a legacy point-to-point approach to developing drugs.

At Valo we see a tremendous opportunity to turn all of this on its head for the benefit of patients everywhere. The core of our opportunity is to:

Use data & computation to increase our ability to design and develop drugs that will work, using human-centric predictive models, with the aim of increasing precision, and reducing cost and time.

To build a scalable, capital efficient platform designed to provide sustainable value creation—built around a data enabled flywheel that is designed to accelerates our capability as we develop more drugs—with a goal of enabling continuous improvement.

To aligning patient, market and development needs in an effort to eliminate competing demands

This type of transformation takes an innovator--one who sees the opportunity and can build from the bottom up, a new approach—taking an analog approach and creating a true digital model.    

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Valo is a tech co built to transform drug discovery & development

Slide 10

As I mentioned, the pharmaceutical industry is built upon a legacy model that is localized, intrinsically disintegrated, surrogate dependent, and serial. It is point-to-point focused on specific stages, each with their own data, architecture, KPIs, decision making and beyond. This system is costly, slow, and has less than a 5% success rate from the target idea to a viable therapeutic.

What we’re doing here is building a new fully integrated approach to developing drugs from target discovery through approval. Our drug acceleration model is unified, integrated, human-centric and allows for information and data to be shared in parallel at every stage of the drug discovery and development process. This a full system transformation.

Opal was designed to enable a new model of drug discovery and development

Slide 11

This is the core of Valo—a new model that creates a new, and fully integrated approach. Bringing human centricity to where it was not possible and doing so across the entirety of the drug discovery and development process. Integrating data, aligning decisions, requires transformation. We believe it is difficult to simply apply AI to the legacy system—doing so leaves one with legacy challenges. We see a lot of efforts that are applying AI cells in the legacy model. That approach suffers from the same translation issue that it always has – cells are cells, cells are not people, diseases are complicated. We are building a system with the depth to reflect actual diseases in people rather than in an artificial representation. We believe human centricity is the best way to do this, but further, we are fully integrated and we believe that integration offers true transformation. This human centricity and system transformation is the core of Valo.

Valo’s Opal platform is designed to enable a fully integrated, human-centric approach to development of better drugs, faster

Slide 12

At the heart of this new approach is our Opal Computational Platform. Opal is designed to enable a fully integrated human-centric approach to the development of better drugs, faster.

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Built on a single unified architecture, Opal is an end-to-end, drug discovery and development platform founded upon world-class human-centric data and AI-anchored computation. Opal’s integrated set of capabilities are designed to transform patient data into valuable insights that are positioned to accelerate the discovery of biology, development therapeutics, design of clinical trials, identification of key clinical response patterns, patient subpopulations, biomarkers and beyond.

We are building the platform with the ambition of doing something transformative--to have the audacity to transform drug discovery and development.

Valo’s Opal platform is an integrated set of capabilities to transform data into valuable insights that may accelerate discoveries

Slide 13

We believe the integration of Opal across the entirety of drug discovery and development creates a core competitive advantage—that is designed to enable our flywheel. By having the necessary data for a human-centric platform--a core technology platform that is repeatable across diseases, across therapeutic areas, and beyond — each and every time we run an experiment, our self-reinforcing, active learning system is designed to grow smarter, grow better, grow more efficient. This becomes our self-reinforcing datagcomputegdruggpatient flywheel

Each and every time we run an experiment, the data, compute, and drug outcomes or results are constantly and actively reentered into the platform so that the platform gains knowledge at every turn and is positioned to grow better, smarter and more efficient—this is the power of machine learning, and when it is applied across the development life cycle, it is designed to enable a new scale of learning and a speed that outpaces even that at the local level.

Valo’s aspiration for Opal is to become the industry standard platform

Slide 14

In the first instance, we are powering Opal with high quality large scale human centric data and computational capacity to become what we believe what will be the first digitally native fully integrated pharmaceutical company. With this as an aim, we have worked at building a strong core data foundation and the computation that can anchor this aspiration.

We have used our platform to build a deep pipeline of therapeutics that not only has the potential to create value in the traditional sense of pharmaceutical pipeline value, but can also serve to validate our capabilities in each of the three major buckets—biology discovery, therapeutic development, and clinical development. Further, with our large pipeline, we generate data that accelerates our flywheel, accelerating our drive to becoming a digitally native fully integrated pharmaceutical company.

6

We aspire for Opal to become the industry standard platform for drug discovery and development—that is, the technology that underpins the future for therapeutics discovery and development that is digitally anchored.

We plan to stand this up through high-value partnerships to enable a capital efficient way to generate access to data while providing technology enabled solutions that capture meaningful value of drugs developed by others. We believe this will ultimately enable a path towards democratization, where we plan to scale Opal and launch multiple targeted Opal-enabled software businesses to position Valo’s drug acceleration model as the default choice for all drug developers and beyond.

Opal is built upon a differentiated, human-centric, and high quality data foundation

Slide 15

Essential to standing up a human-centric platform is large-scale data that combines high quality longitudinal data with high quality ‘omic data. The quality of data and the quality of data at scale are essential to being able to achieve our goals.

We believe one of our competitive advantages and a key element of Opal is our differentiated, high-quality data, which creates not just a competitive advantage, but a foundation upon which our flywheel can accelerate our learnings, making our data composite a potentially powerful and growing moat.

In terms of longitudinal data, we have over 125 million years of patient data which stems from distinct and / or exclusive relationships with multiple national-scale data partners.

These relationships give us access to comprehensive data on over 7 million patients with a near zero missingness rate, an average of 15 years of continuous data, and importantly incorporates the continuous updating of data.

Additionally, Valo has exclusive access to one of the largest prospective studies spanning pan-omics, imaging of brain, liver, and heart, and medical records.

We take these data sets and fuse Valo’s exclusive longitudinal and ‘omics data using proprietary methodologies that were designed to enable: intelligent imputation, the upgrade of public and semi-private data, and the generation of novel insights.

7

The data that we currently have in-house is sufficient to provide the foundation for Opal, of course we will always be looking to grow our data access through our own clinical trials, partnerships and data access deals.

Opal is an end-to-end platform, enabled by Valo’s data capabilities to bring human-centricity to the process, shifting from serial to parallel

Slide 16

Looking more closely at Opal—it is an end-to-end platform that is enabled by Valo’s data capabilities to bring human-centricity to the entire process, shifting from serial to parallel.

We have created three distinct areas that are fully integrated and allow Valo to maintain a single unified architecture in the context of a sequential drug development paradigm which includes:

• Biological Discovery

• Therapeutic Design

• Clinical Development

The integrated architecture means that we use the same human-centric tools at each of these steps, aligns decision making and facilitates learning. I’ll go into each one in more detail

Biological Discovery

Slide 17

In the context of Biological Discovery, Opal is designed to generate novel targets for precise patient populations via explainable methodologies.

Using human data Opal is able to identify human targets designed to treat human disease with enhanced clinical development profiles based on genotype—phenotype -and, causality linkages. We think there is no better way to understand humans and their diseases than humans themselves.

8

What’s shown here is an illustrative example of a target discovered starting with omic data, where gene-protein-biomarker-metabolite linkages have been established, as well as importantly statistical causality. This specific case creates a detailed map of cardio vascular that has enabled target discovery but also creates a roadmap for areas of biological perturbation of interest, that is, assets to develop or in licenses.

Biological Discovery

Slide 18

This is an example of where we start with longitudinal data. In this case, this provides how we create patient ontogenies, using sparsely populated high dimensional vectors to represent diseases and the progressions thereof.

In this case, we were identified novel populations in Parkinson’s, using capabilities of Opal, we can characterize the patients, the progression they have on a local population basis, and markers that associate with them and targets. This potentially gives insights into patients, how to identify them as well as how to treat them.

This includes causally linking therapeutic intervention to target & pathway mechanism to physiological biomarkers of a patient’s fit and response to disease-relevant outcomes—such as motor symptoms— within biologically real patient subgroups across multiple real-world, clinical, and preclinical data sources

Therapeutic Design, Opal’s proprietary active learning loop is designed to accelerate programs through the discovery process (targetgdrug candidate)

Slide 19

Therapeutic Design is a closed-loop active learning, self-reinforcing, in silico-experimental platform that is designed to rapidly design, develop and advance pre-clinical candidates. We accelerate programs across the discovery process from target discovery to drug candidate while testing and optimizing multiple feature dimensions in parallel;

Our process makes computational predictions in parallel with real world molecule design and synthesis to generate better optimized compounds in each cycle, –We screen up to 70 trillion compounds, and run over 2 billion simulations. We also have a real world lab capability

we have over 40,000 sq feet of lab space that is home to:

• DEL or DNA encoded libraries of over 5B drug-like compounds

• 4 automated high-throughput screening platforms, automated chemical synthesis capabilities

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• And, a high-throughput screening library of over 500K compounds

This structure allows Valo to start anywhere in the process without the typical limitations of disintegrated AI molecule design.

Therapeutic design: Opal is designed to simultaneously optimize for target activity, ADME, Tox...

Slide 20

Opal is designed not just to design and synthesize molecules, but also to simultaneously optimize for target activity, ADME, tox, moving from a serial to a parallel process through simultaneous simulations. In addition, we have built and deployed over 30,000 predictive models. And, we have over 2 billion predictions made, evaluating against a multitude of optimization criteria.

This allows us to take the serial process, make the molecules screen for tox ADME, PK, PD and then modify compounds upon failure—to a parallel one, where we simultaneously optimize for target activity, ADME, and tox. This approach strengthens each cycle, generates data to accelerate learning and allows us to hone in leads, lead up candidates and VCs

We have a few examples here of this parallel design in action which we will come back to.

Clinical development: Valo’s approach to trial optimization is being designed to leverage patient datasets to identify subpopulations likely to benefit

Slide 21

In our clinical development application, Valo’s approach to trial optimization is being designed to leverage patient datasets at each and every stage in order to identify subpopulations that we believe are most likely to benefit.

It is here where we believe we will see Valo’s differentiated approach and how it is designed to harness our proprietary data lake—or data inputs—to help precisely identify responder populations (patients and time) —for faster and more effective studies.

We have designed a series of capabilities intended to select for safety, efficacy, trial design, patients, and diseases, we are ultimately aiming to create a new frontier to use data actively to improve outcomes and benefits for patients.

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Clinical development: Development of OPL-0301, a biased S1P₁ agonist, is designed to validate Opal’s clinical acceleration capabilities

Slide 22

A great example of how we are seeking to validate the power and efficiency of Opal in live time is the development of 301, a biased S1P1 functional agonist

The various data inputs—from longitudinal clinical data to chemical and molecular data—are fed into Opal to identify and characterize patient subgroups and biomarkers and select patient groups and biomarker hypothesis— defining the relevance of the target and mechanism, but more importantly, enabling the disease selection, patient stratification, and opportunities for expansion.

Our goal is to computationally define clinical hypotheses a priori and continuously refine them throughout development, potentially enabling smaller, more precise trials and a faster path to approval

This approach is designed to produce precisely defined patient selection criteria and clinical trial designs.

Valo’s scalable acceleration model is designed to build a ‘supply chain’ of programs as a digitally native therapeutics company

Slide 23

These various components of Opal and its end to end design are enabled by our data capabilities with the aim of bringing human-centricity to the drug discovery and development process.

This is a fundamental part of Valo’s entire scalable acceleration model. While the data and the platform are powerful, the application of it is also essential. In the first instance, we are building what we believe to be the first digitally native fully integrated pharmaceutical company.

To that end, Opal enables us to build an internal supply chain of programs—these programs are examples that further showcase the power of being a digitally native therapeutics company. We believe they provide validation of our capabilities. And they power our flywheel.

We have designed Opal to enable scalable activation and advancement of programs while simultaneously designing programs that reduce risk and aim to achieve high value outcomes.

Our initial therapeutic areas of focus are cardiovascular-metabolic-renal, oncology, and neurodegenerative diseases—as I mentioned previously, it is this internal supply chain of programs and the data and insights that we derive from them that are a critical part of the Opal acceleration flywheel—they help inform all of our programs—the data and insights are not used in isolation as they would be at a traditional pharma.

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This is the self-reinforcing nature of Opal and why we designed this way—it enables increasing utility with and at scale.

Opal offers the opportunity to accelerate the development of programs

Slide 24

The design of Opal—the integration of the platform, the scalable acceleration model, and our self reinforcing flywheel uses data and insights to inform our programs and offers the opportunity to accelerate the development of our programs. We believe that our approach will have a significant impact on the pace of drug discovery and development. Not only have we stood up our platform, but we believe we have obtained key validations. These include:

• New target identification taking place in weeks not 6-12 months as is standard for the industry

• New molecule identification, validation and transition to hit-to-leads in weeks to months not 6-12 months as is standard for the industry

• Lead optimization to occur in months vs the two-year average that currently exists in the industry

• And, making it possible to develop causal biomarker in months using far less time and resources than the current industry approach which often can not find such biomarkers.

Internal Supply chain of programs demonstrates impact of Opal drug acceleration

Slide 25

Valo is using the Opal platform in the first instance to build and/or accelerate an internal pipeline of clinical and preclinical programs. We plan to rapidly advance our scaled portfolio of therapeutic programs across key inflection points, allowing us to validate the Opal platform through this internal pipeline

This slide provides an overview of our proprietary programs across cardiovascular-metabolic-renal, oncology, and neurodegenerative diseases. Our pipeline brings together our portfolio strategy which is meant to accelerate value while reducing risk and simultaneously enabling validation to scale Opal.

To this end, we bring together in-licensed clinical or near clinical programs with Opal insight, programs discovered or enabled by Opal, and programs using Opal to enable reach beyond otherwise understood biology risk.

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We have several internal and external supply chain milestones planned for this year including:

• Launching an Opal-enabled Phase II study for 301

• Developing the clinical enablement of our second clinical program for 401 and for 101 which is in IND enabling studies. Putting these into clinic is dependent on closing the transaction to license or acquire these assets.

• We plan to advance our pipeline including two or more additional candidates moving into IND enabling studies this year.

• We also plan to activate 2 or more discovery programs pursuing targets discovered and enabled by Opal

• These are a subset of our total program categorization, we already have a bench of assets to foster continued growth of our internal supply chain over time--one that we believe will predictably produce and advance therapeutic assets generating a series of VC’s and subsequently clinical assets. Importantly, our development is focused on the full development and the life cycle of these molecules—carrying them past the hit.

It is worth mentioning that our focus is on major diseases, and that means that we believe these molecules can address areas with big TAMs—both in first indication and in expansion.    

• In addition to our internal supply chain, we plan to launch an external strategic ecosystem partnership program with the intent of increasing our flywheel velocity through data and compute expansion, and building on the validations from our active programs

OPL-0301: Preclinical and Phase I data suggests differentiated biology

Slide 26

301, our lead product candidate is a biased S1P₁ functional agonist being developed for the treatment of post-MI left ventricular dysfunction and acute kidney injury. Opal has allowed us to identify this asset, better understand the biology and select diseases. This is enabled by our longitudinal and omics data. We are using Opal to select responder populations, timelines of intervention and design clinical trials. We believe this is a clear example of how the platform enables us and how the output of our upcoming clinical trial may help us to validate and improve Opal. According to our therapeutic hypothesis, 301 is designed to avoid the side effects of other S1P₁ functional antagonists to unlock therapeutic benefit for patients by working through the G-protein pathway, not the beta-arrestin pathway. Unlike canonical S1P₁ therapeutics, Phase I clinical data suggests that at perceived therapeutic doses, 301 evokes little or no effect on heart rate, consistent with its differentiating mechanism. 301 has also demonstrated its dose and time-dependent effect on endothelial function in the clinic and we

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believe the dose from the Phase 1 study is a sufficient dose for efficacy. The primary indication under development is supported by clinical data from patients post MI, as well as inferentially from the functional antagonists through clinical data previously generated. 301 has also achieved significant renal function preservation in animal models of acute kidney injury supporting the second proposed indication. We plan to begin a Phase II clinical trial for 301 in post-MI left ventricular dysfunction in the fourth quarter of 2021 and thereafter initiate a Phase II clinical trial in acute kidney injury.

OPL-0401: Oral candidate with retinal exposure with the potential to address complications of diabetes, including diabetic retinopathy (DR)¹

Slide 27

Our second product candidate, for which we are currently finalizing and in license, 401, is designed to be according to out therapeutic hypothesis a ROCK1/2 inhibitor to address complications of diabetes, starting with diabetic retinopathy. Here, Opal allows us to identify this candidate, develop a nuanced appreciation of the biology and underlining impact of distribution and select diseases of interest of intervention. Our omit and longitudinal CVD that has supported our analytics to date. Going forward, we plan to use Opal to select responder populations, intervention approaches and to design clinical trials. In this case, we plan to conduct a clinical trial designed to further enable Opal where we intend to use the data to support further indication discovery and development. We hope to further advance our capabilities through our work with ROCK. Inhibition of ROCK has already reached clinical proof of concept for diabetic retinopathy as is supported by use of approved rock inhibitor such as fausadil and repasadil and stand alone therapeutics as well as in combination with standard of care with a lasting effect over time. Both standard of care works and in refractory cases. 401 is designed to be orally available with preferential retinal exposure. 401 is also designed to have unique PK/PD properties relative to known competitors suggesting that it may be potentially differentiated to reduce systemic exposure and limit adverse events typically associated with ROCK inhibitors.

We plan to begin a Phase II clinical trial in diabetic retinopathy in 2022, which we believe has significant supporting data. Our trial design is intended to enable data generation that allows us to explore other complications of diabetes. As such, beyond advancing this asset and using data from this trial, we believe we will better understand patient populations to be used in testing for other complications of diabetes including diabetic triopathy.

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OPL-0101: Designed as targeted NK cell & T cell stimulator with reduced exhaustion

Slide 28

Our third product candidate in therapeutic hypothesis is an NK cell and CD8+ T cell selective activator being developed for the treatment of various oncology indications. We have an exclusive option to acquire the company developing this product candidate and expects we will decide this quarter whether to exercise the option after pre-clinical experiments are anticipated to be completed. In this case, Opal gave insights into the systems biology opportunity unlocked by targeting two receptors. We believe this creates the opportunity to unlock unique therapeutic potential based on our Opal findings coupled with enhanced safety signals and reduced exhaustion. Moreover, we plan to use Opal going forward to select cancers of interest and time course for intervention. 101 is a product candidate that through a systems biology approach, is designed to bind to IL2 beta and gamma (not alpha) receptors while also binding NKG2D. In preclinical models, this coordinated activity provided for cell selection, avoiding Tregs, while importantly achieving signaling through ZAP70 and NFAT as would otherwise be achieved by CD3 stimulation. This has lead to increased survival in mice over for example IO2, but as shown in this slide also minimal toxicity (including typical DLTs like pneumonitis and vascular leak) as well as a notable therapeutic window. As well as reduced exhaustion (as defined by typical markers). We are currently in IND enabling studies for this asset.

Valo is seeking to develop best-in-class compounds leveraging known or proven biology

Slide 29

Opal’s capabilities allow us to pursue candidates that we believe have potential to be best in class. In these cases, we use our capabilities to make what we believe to be a better molecule. Here we use molecular data as well as human trained stimulations coupled with our molecule synthesis and design and capabilities to incorporate known biology in a global optimization approach to develop novel candidates to clinically define target product profiles. In each of these cases, we have to co-optimize binding activity with key features including distribution and toxicity.

For our 0001 program, we are seeking to create a centrally penetrant PARP1 inhibitor for the treatment of brain metastasis and brain cancers. We are leveraging our proprietary molecular optimization platform to design a compound which, unlike other PARP inhibitors, is designed to be centrally penetrant and preserves activity while achieving PARP1 selectivity. In a short period of time we have been able to go from a standing start, to new molecules that we believe have achieved all key features, with at least 12 new pharmacophores identified to date.

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Our 0021 program, we are seeking to create a NAMPT inhibitor that avoids idiosyncratic retinal toxicity while driving peripheral anti-cancer activity. NAMPT is a cancer metabolism synthetic lethal target that has shown promise in the clinic, but has been limited by idiosyncratic retinal toxicity. We sought to design a compound which achieves plasma selectivity while driving therapeutic activity. To this end, we have achieved an over 10 fold improvement in the distribution of drug to the plasma relative to the retina as compared to distributions seen for comparator compounds, as seen in animal models. We believe this could be sufficient to reduce if not eliminate this toxicity, opening up the therapeutic potential. We have also shown anti-cancer activity, preventing tumor growth for our candidate NAMPT inhibitor in those models.

Valo is seeking to develop compounds that allow us to drug previously undruggable targets

Slide 30

In addition, we are seeking to develop compounds to address previously undruggable targets. We see opportunities for potential first-in-class compounds by drugging undruggables as well as pursuing our own proprietary targets. I will discuss two examples of undruggables.

Opal here is designed to provide the computational and inlad capabilities to take difficult target product profiles and rapidly hone in on hits to define successful and unsuccessful molecular characteristics and break through challenging requirements to develop novel and impactful molecules. In our 0012 program, we are developing a USP7 inhibitor for the treatment of various cancers. We are designing a compound which according to our therapeutic hypothesis is specific and selective for USP7, designed to unlock p53 biology. Our approach allows us to develop a selective inhibitor that targets the key p53 and MDM2 binding domains and was shown in preclinical models not to induce distal allostery. We believe this is a difficult product profile. We have been able to not just make a molecule that we believe can meet the target profile but show in in vivo studies that our compound has generated complete responses in established tumors.

In our 0015 program, we are developing a USP28 inhibitor for use in oncology going this time after scenic biology complimenting our P53 efforts collectively going after what we believe to be two of our most important but currently untreated pathways in cancer. In this case we believe we have designed a compound that according to our therapeutic hypothesis may be specific and selective for USP28 which stabilizes. By inhibiting USP28 we believe we can functionally inhibit c-Myc. In in vivo studies, our compound demonstrated strong antitumor signals, showing tumor killing and tumor growth prevention.

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Valo has a growing patent portfolio estate

Slide 31

Valo uses a series of approaches to support and protect our competitive position; this includes our data and our data architecture, as well as our self-reinforcing flywheel strategy.

We currently have over 440 patents and applications related to our proprietary programs across cardiovascular-metabolic-renal, oncology, and neurodegenerative diseases. In addition, we have created what we believe is a strong IP strategy that is driven by patents and trade secrets—focused around therapeutics and our technology platform.    

Valo’s aspiration is for Opal to become the industry standard platform for drug discovery and development, unlocking multiple business models

Slide 32

The work to date we have done on Opal, including our data foundation, our self-reinforcing active learning strategy, and our core computational platform provides the basis for growing Valo’s core business.

In the first instance, we aspire to become the first digitally native fully integrated pharmaceutical company, through the development and validation of Opal, and through the development of therapeutic programs--our internal supply chain.

We see the opportunity to transition from an era of low probability of success to one with greater efficiency and greater chance of success

We believe the Valo supply chain has the potential to create continued proprietary value, with increasing potential as our platform (and flywheel) continue to learn, continue to scale.

Valo’s aspiration is for Opal to become the industry standard platform for drug discovery and development, unlocking multiple business models

Slide 33

Through this model, we intend to leverage our internal and external supply chains to accelerate our development and expand externally in parallel, using our programs data, and future partnerships we intend to pursue to accelerate our flywheel, progressively enabling scaling.

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Valo is rapidly scaling and executing its strategy with the goal of positioning Opal as the standard technology platform upon which drugs are built

Slide 34

I appreciate the opportunity to share a bit of what we are doing at Valo and our strategy. There is a lot here, so in closing, I want to share a few highlights:

Since inception, we have had the opportunity to assemble a distinctive data framework enabling a data moat, we have built core capabilities of Opal from the beginning of the drug discovery process with capabilities extending through clinical development.

We have built an initial internal supply chain of programs that serves to validate Opal as well as advance assets that we believe create shareholder value and value for patients and is intended to lay the groundwork for us to become the first digitally-native fully integrated pharma.

We believe our key upcoming milestones will provide further validation while advancing our pipeline, which we are pushing forward aggressively. In addition to this, we intend to pursue our external ecosystem.

Taken together, we aspire to bring a new frontier to drug discovery and development technology, what we think to be transformative internally and externally, leading to better drugs produced faster and with higher confidence.

Khosla has a reputation for betting on industry transformations and high growth companies. The combination with Khosla represents recognition of Valo’s execution to-date and our joint transformative aspirations, and we are excited about the future we can build together.

Thank you again for taking the time to join us...

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Additional Information and Where to Find It

This document relates to a proposed transaction between Valo Health, LLC (“Valo”) and Khosla Ventures Acquisition Co. (“KVAC”). This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. KVAC intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of KVAC, referred to as a proxy statement/prospectus. A final proxy statement/prospectus will be sent to all KVAC shareholders. KVAC also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of KVAC are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by KVAC through the website maintained by the SEC at www.sec.gov.

The documents filed by KVAC with the SEC also may be obtained free of charge at KVAC’s website at https://khoslaventuresacquisitionco.com/kvsa or upon written request to Secretary at Khosla Ventures Acquisition Co., 2128 Sand Hill Road, Menlo Park, California 94025.

Participants in Solicitation

KVAC and Valo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from KVAC’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.

Forward-Looking Statements

This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Valo and KVAC. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and

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assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of KVAC’s securities, (ii) the risk that the transaction may not be completed by the business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by either party, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the adoption of the Agreement and Plan of Merger, dated as of June 9, 2021 (the “Merger Agreement”), by and among KVAC, Valo, Valo Health, Inc., a Delaware corporation and a direct wholly owned subsidiary of Valo and Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVAC, by the shareholders of KVAC, the satisfaction of the minimum trust account amount following any redemptions by KVAC’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vii) the effect of the announcement or pendency of the transaction on Valo’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Valo, (ix) the outcome of any legal proceedings that may be instituted against Valo or against KVAC related to the merger agreement or the proposed transaction, (x) the ability to maintain the listing of KVAC’s securities on a national securities exchange, (xi) changes in the competitive and regulated industries in which Valo operates, variations in operating performance across competitors, changes in laws and regulations affecting Valo’s business and changes in the combined capital structure, (xii) the ability to implement business plans and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive drug discovery and development industry, and (ix) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form S-4 discussed above and other documents filed by KVAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Valo and KVAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Valo nor KVAC gives any assurance that either Valo or KVAC, or the combined company, will achieve its expectations.

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