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”).
