25,000,000 Units Kismet Acquisition One Corp UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2020 • Kismet Acquisition One Corp • Blank checks • New York
Each Unit consists of one of the Company’s ordinary shares (the “Ordinary Shares”), and one-half of one warrant, where each whole warrant entitles the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant e
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 11th, 2020 • Kismet Acquisition One Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 5, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands as a business company with limited liability (the “Company”), and Kismet Sponsor Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 31st, 2020 • Kismet Acquisition One Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2020, by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands with limited liability (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 11th, 2020 • Kismet Acquisition One Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of August 10, 2020 is by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands as a business company with limited liability, with offices at Ritter House, Wickhams Cay II, Road Town, British Virgin Islands and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New York, New York 10004 (the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 11th, 2020 • Kismet Acquisition One Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 5, 2020, by and between Kismet Acquisition One Corp, a British Virgin Islands business company with limited liability (the “Company”), and Kismet Sponsor Limited (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 11th, 2020 • Kismet Acquisition One Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of August 10, 2020 by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands as a business company with limited liability (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2020 • Kismet Acquisition One Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 5, 2020, by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands with limited liability (the “Company”), and the undersigned party listed under the heading “Holder” on the signature page hereto (such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
form of INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 31st, 2020 • Kismet Acquisition One Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [•], 2020 by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands as a business company with limited liability (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • July 31st, 2020 • Kismet Acquisition One Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands as a business company with limited liability (the “Company”), and Kismet Sponsor Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Purchaser”).
LETTER AGREEMENTLetter Agreement • August 11th, 2020 • Kismet Acquisition One Corp • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands with limited liability (the “Company”), and Credit Suisse Securities (USA) LLC and BofA Securities, Inc. as representatives (the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), and one-half of one warrant (“Warrant”) to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”
LETTER AGREEMENTLetter Agreement • August 11th, 2020 • Kismet Acquisition One Corp • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands with limited liability (the “Company”), and Credit Suisse Securities (USA) LLC and BofA Securities, Inc. as representatives (the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), and one-half of one warrant (“Warrant”) to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”
FORM OF FORWARD PURCHASE AGREEMENTForm of Forward Purchase Agreement • July 31st, 2020 • Kismet Acquisition One Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2020, by and between Kismet Acquisition One Corp, a British Virgin Islands business company with limited liability (the “Company”), and [●] (the “Purchaser”).
OPTION AGREEMENTOption Agreement • March 31st, 2021 • Kismet Acquisition One Corp • Blank checks • Delaware
OPTION AGREEMENT (this “Agreement”), made as of August 5, 2020, by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands as a business company with limited liability (the “Company”), and [●] (the “Optionee”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 11th, 2020 • Kismet Acquisition One Corp • Blank checks • New York
DATED JANUARY 31, 2021 AMONG KISMET ACQUISITION ONE CORP (The Company)Forward Purchase Agreement • February 1st, 2021 • Kismet Acquisition One Corp • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of January 31, 2021, by and among (i) Kismet Acquisition One Corp., a British Virgin Islands business company with limited liability (the “Company”), (ii) Kismet Sponsor Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Purchaser”). (iii) Nexters Inc., a British Virgin Islands business company (“Pubco”). The Company, the Purchaser and Pubco are sometimes referred to herein individually as a “party” and, collectively, as the “parties.” Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in that certain business combination agreement, dated on or around the date hereof, by and among (i) the Company, (ii) Sponsor (solely in its capacity as a representative of the shareholders of Kismet), (iii) Pubco, (iv) Nexters Global Ltd., a private limited liability company domiciled in Cyprus (the “Target Compa
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • July 31st, 2020 • Kismet Acquisition One Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of [●], 2020 is by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands as a business company with limited liability, with offices at Ritter House, Wickhams Cay II, Road Town, British Virgin Islands and 9 Building B, Lesnaya Street, Moscow, Russia 125196 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New York, New York 10004 (the “Warrant Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 31st, 2020 • Kismet Acquisition One Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2020, by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands with limited liability (the “Company”), and the undersigned party listed under the heading “Holder” on the signature page hereto (such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 19th, 2021 • Kismet Acquisition One Corp • Blank checks • Delaware
This Amendment No. 1, dated as of July 17, 2021 (this “Amendment No. 1”), to the Business Combination Agreement, dated as of January 31, 2021 (the “Business Combination Agreement”), by and among Kismet Acquisition One Corp., a British Virgin Islands business company (“Purchaser”), Kismet Sponsor Limited, a British Virgin Islands business company (“Sponsor”), solely in its capacity as the Purchaser Representative, Nexters Inc., a British Virgin Islands business company (“Pubco”), Nexters Global Ltd., a private limited liability company domiciled in Cyprus (the “Company”), Fantina Holdings Limited, a private limited liability company domiciled in Cyprus, solely in its capacity as the Company Shareholders Representative, and the shareholders of the Company set forth on the signature pages of the Business Combination Agreement, is made and entered into by and among Purchaser, Pubco, the Company, the Purchaser Representative and the Company Shareholders Representative (for and behalf of the
FORM OF ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • July 31st, 2020 • Kismet Acquisition One Corp • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Kismet Acquisition One Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), [●] (the “Provider”) shall take steps directly or indirectly to make available to the Company certain office space, utilities, secretarial support and administrative services as may be required by the Company from time to time, situated at 9 Building B, Lesnaya Street, Moscow, Russia 125196 (or any successor location). In exchange therefor, the Company shall pay the Provider a sum of up to $10,000 per month on the Effective Date and continuing monthly th
INDEMNITY AGREEMENTIndemnity Agreement • August 11th, 2020 • Kismet Acquisition One Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made on August 5, 2020, by and between Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands with limited liability (the “Company”), and (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2021 • Kismet Acquisition One Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 16th day of July, 2021, by and among Nexters Inc., a British Virgin Islands business company (the “Issuer”), Kismet Acquisition One Corp., a British Virgin Islands business company (“Kismet”), Kismet Sponsor Limited, a British Virgin Islands business company (“Sponsor”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below and as in effect on the date hereof).
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 12th, 2021 • Kismet Acquisition One Corp • Blank checks
This Amendment No. 2, dated as of August 11, 2021 (this “Amendment No. 2”), to the Business Combination Agreement, dated as of January 31, 2021, as amended on July 17, 2021 (the “Business Combination Agreement”), by and among Kismet Acquisition One Corp., a British Virgin Islands business company (“Purchaser”), Kismet Sponsor Limited, a British Virgin Islands business company (“Sponsor”), solely in its capacity as the Purchaser Representative, Nexters Inc., a British Virgin Islands business company (“Pubco”), Nexters Global Ltd., a private limited liability company domiciled in Cyprus (the “Company”), Fantina Holdings Limited, a private limited liability company domiciled in Cyprus, solely in its capacity as the Company Shareholders Representative, and the shareholders of the Company set forth on the signature pages of the Business Combination Agreement, is made and entered into by and among Purchaser, Pubco, the Company, the Purchaser Representative and the Company Shareholders Repres
Kismet Acquisition One Corp Ritter House Wickhams Cay II PO Box 3170 Road Town, Tortola British Virgin Islands, VG 1110Kismet Acquisition One Corp • July 21st, 2020 • Blank checks • Virgin Islands
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 6,250,000 ordinary shares (the “Ordinary Shares”) of no par value per share, up to 750,000 of which Ordinary Shares are subject to complete or partial forfeiture (the “forfeiture”) if the underwriters of the initial public offering (“IPO”) of Kismet Acquisition One Corp, a British Virgin Islands company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Ordinary Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding such Ordinary Shares (the “Agreement”), are as follows:
