INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • August 27th, 2021 • Nexters Inc. • Services-computer programming services • Virgin Islands
This Indemnification and Advancement Agreement (“Agreement”) is made as of August 26, 2021 by and between Nexters Inc., a British Virgin Islands business company (the “Company”), and __________ “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
WARRANT AGREEMENTWarrant Agreement • June 15th, 2021 • Nexters Inc. • Services-computer programming services • New York
This Warrant Agreement (this “Agreement”) made as of August 5, 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”).
LETTER AGREEMENTLetter Agreement • June 15th, 2021 • Nexters Inc. • Services-computer programming services • 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”
OPTION AGREEMENTOption Agreement • June 15th, 2021 • Nexters Inc. • Services-computer programming services • 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”).
LETTER AGREEMENTLetter Agreement • June 15th, 2021 • Nexters Inc. • Services-computer programming services • 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”
DATED JANUARY 31, 2021 AMONG KISMET ACQUISITION ONE CORP (The Company) and KISMET SPONSOR LIMITED (The Purchaser) and NEXTERS INC. (Pubco)Forward Purchase Agreement • June 15th, 2021 • Nexters Inc. • Services-computer programming services • 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
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT)Warrant Agreement • June 15th, 2021 • Nexters Inc. • Services-computer programming services • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [·], 2021, by and among Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands (the “Company”), Nexters Inc., a British Virgin Islands business company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (OPTION AGREEMENT)Assignment, Assumption and Amendment Agreement • June 15th, 2021 • Nexters Inc. • Services-computer programming services • Virgin Islands
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [·], 2021, by and among Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands (the “Company”), Nexters Inc., a British Virgin Islands business company (“Pubco”), and [·] (the “Optionee”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 28th, 2021 • Nexters Inc. • Services-computer programming services • 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
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2022 • Nexters Inc. • Services-computer programming services
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
REDACTED COPY Certain identified confidential information has been redacted from this Exhibit because disclosure of that information would constitute a clearly unwarranted invasion of personal privacy. Confidential portions of this Exhibit are...Lock-Up Agreement • August 27th, 2021 • Nexters Inc. • Services-computer programming services • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 26, 2021 between (i) Nexters Inc., a British Virgin Islands business company (“Pubco”) and (ii) the undersigned (the “Holder”). Pubco and the Holder 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 the Business Combination Agreement (as defined below).
Lock-Up AgreementLock-Up Agreement • August 27th, 2021 • Nexters Inc. • Services-computer programming services • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 25, 2021 between (i) Nexters Inc., a British Virgin Islands business company (“Pubco”) and (ii) Kismet Sponsor Limited, a British Virgin Islands business company (the “Holder”). Pubco and the Holder 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 the Business Combination Agreement (as defined below).
NEXTERS INC.Employee Stock Option Agreement • December 20th, 2021 • Nexters Inc. • Services-computer programming services • Virgin Islands
As of the date hereof you have been granted a number of Options (the “Award”), subject to the terms and conditions of the 2021 Employee Stock Option Plan (the “Plan”) as follows:
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 27th, 2021 • Nexters Inc. • Services-computer programming services
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
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT)Warrant Agreement • August 27th, 2021 • Nexters Inc. • Services-computer programming services • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of August 25, 2021, by and among Kismet Acquisition One Corp, a company incorporated in the British Virgin Islands (the “Company”), Nexters Inc., a British Virgin Islands business company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
Registration Rights AgreementRegistration Rights Agreement • August 27th, 2021 • Nexters Inc. • Services-computer programming services • Delaware
This Registration Rights Agreement is entered into as of August 26, 2021, by and among (i) Nexters Inc., a company incorporated in the British Virgin Islands with limited liability (the “Company”), (ii) the parties listed on Schedule A hereto (each 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”), and, for the limited purpose set forth in Section 6.6 of this Agreement, (iii) Kismet Acquisition One Corp., a company incorporated in the British Virgin Islands with limited liability (“Kismet”). Certain capitalized terms used and not otherwise defined herein are defined in Section 1 hereof.
