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”).
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”).
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”
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 11th, 2020 • Kismet Acquisition One Corp • Blank checks • New York
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”).
