20,000,000 Units Kismet Acquisition Two Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2021 • Kismet Acquisition Two Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 23rd, 2021 • Kismet Acquisition Two Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 17, 2021, (as it may from time to time be amended, this “Agreement”), is entered into by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempt company (the “Company”), and Kismet Sponsor Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • February 23rd, 2021 • Kismet Acquisition Two Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of February 17, 2021 is by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19715 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 • February 23rd, 2021 • Kismet Acquisition Two Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of February 17, 2021, by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company (the “Company”), and Kismet Sponsor Limited (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2021 • Kismet Acquisition Two Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 17, 2021, by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company (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”).
INDEMNITY AGREEMENTIndemnity Agreement • February 23rd, 2021 • Kismet Acquisition Two Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made on February 17, 2021 by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2021 • Kismet Acquisition Two Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of February 17, 2021 by and between Kismet Acquisition Two Corp., a company incorporated as a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
LETTER AGREEMENTLetter Agreement • February 23rd, 2021 • Kismet Acquisition Two 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 Two Corp., a company incorporated as a Cayman Islands exempt company (the “Company”), and Citigroup Global Markets Inc., 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 Class A ordinary share of the Company, par value $0.001 per share (the “Ordinary Shares”), and one-third 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 Securiti
LETTER AGREEMENTLetter Agreement • February 23rd, 2021 • Kismet Acquisition Two 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 Two Corp., a company incorporated as a Cayman Islands exempt company (the “Company”), and Citigroup Global Markets Inc., 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 Class A ordinary share of the Company, $0.001 par value (the “Ordinary Shares”), and one-third 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 Exc
OPTION AGREEMENTOption Agreement • June 25th, 2021 • Kismet Acquisition Two Corp. • Blank checks • Delaware
OPTION AGREEMENT (this “Agreement”), made as of February 17, 2021, by and between Kismet Acquisition Two Corp., incorporated as a Cayman Islands exempted company (the “Company”), and [●] (the “Optionee”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 23rd, 2021 • Kismet Acquisition Two Corp. • Blank checks • New York
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 8th, 2021 • Kismet Acquisition Two Corp. • Blank checks • New York
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 17th, 2024 • Quadro Acquisition One Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of January 12, 2024 by and among (i) Quadro Acquisition One Corp., a Cayman Islands company (which will migrate to and domesticate as a Nevada corporation prior to the Closing (as defined below))(the “Purchaser”), (ii) Quadro Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Purchaser Merger Sub”), (iii) NHC Holdings II, Inc., a Delaware corporation (the “Seller”), (iv) NHC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Seller (“Seller Merger Sub”), (v) Global Growth Holdings, LLC, a Delaware limited liability corporation (“Global Growth”), and (vi) Greg Lindberg, a resident of the State of Florida (the “Individual Target Sponsor,” and, together with Global Growth, the “Sponsors”). The Purchaser, the Purchaser Merger Sub, the Seller, Seller Merger Sub, and the Sponsors are sometimes referred to herein individually as a “Party” and, col
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 17th, 2024 • Quadro Acquisition One Corp. • Blank checks
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2024, by and among Quadro Sponsor LLC, a Delaware limited liability company (“Purchaser Sponsor”), Quadro Acquisition One Corp., a Cayman Islands company (together with its successors, “Purchaser”) and NHC Holdings II, Inc., a Delaware corporation (“Seller”). Purchaser Sponsor, Purchaser, and Seller are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
