Exhibit
10.4


 


FORWARD
PURCHASE AGREEMENT


 


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”).


 


WHEREAS,
the Company was organized for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual
control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial business
combination with one or more businesses or entities (a “Business Combination”);


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement
on Form S-1 (such registration statement, as may be amended from time to time, the “Registration Statement”)
for its initial public offering (“IPO”) of 25,000,000 units (or 28,750,000 units in the aggregate if the underwriters
exercise their option to purchase additional units in full) (the “Public Units”) at a price of $10.00 per Public
Unit, each comprised of one ordinary share of the Company, no par value per share (the “Ordinary Share(s)”),
and one-half of one warrant, where each whole redeemable warrant is exercisable to purchase one Ordinary Share at an exercise
price of $11.50 per share (the “Warrant(s)”). Only whole Warrants are exercisable. A holder of Warrants will
not be able to exercise any fraction of a Warrant. The Company shall not issue fractional Warrants other than as part of the Public
Units. If, upon the detachment of the Warrants from the Public Units or otherwise, a holder of Warrants would be entitled to receive
a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder;


 


WHEREAS,
following the closing of the IPO (the “IPO Closing”), the Company will seek to identify and complete a Business
Combination; and


 


WHEREAS,
the parties wish to enter into this Agreement, pursuant to which concurrently with the closing of its initial Business Combination
(the “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on
a private placement basis, 2,000,000 units (the “Forward Purchase Units”) consisting of 2,000,000 Ordinary
Shares (the “Forward Purchase Shares”) and 1,000,000 Warrants (the “Forward Purchase Warrants”
and collectively with the Forward Purchase Units and the Forward Purchase Shares, the “Forward Purchase Securities”)
on the terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:


 


1. Sale
and Purchase.


 


(a) Forward
Purchase Securities.


 


(i)
The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Forward Purchase Securities
for an aggregate purchase price of $20,000,000 (the “FPS Purchase Price”).


 


(ii)
Each Forward Purchase Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO, and will be
subject to the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer &
Trust Company, as warrant agent, in connection with the IPO (the “Warrant Agreement”). Each Forward Purchase
Warrant will entitle the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as
described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants
will become exercisable on the later of 30 days after the Business Combination Closing and 12 months from the closing of the IPO,
and will expire five years after the Business Combination Closing or earlier upon redemption or the liquidation of the Company,
as described in the Warrant Agreement.


 




    	 		 



     


    




 


(iii)
The Company shall require the Purchaser to purchase the Forward Purchase Securities by delivering notice to the Purchaser, at
least ten (10) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying
the anticipated date of the Business Combination Closing and instructions for wiring the FPS Purchase Price to an account of a
third-party escrow agent (the “Escrow Account”) which shall be the Company’s transfer agent (the “Escrow
Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). 
At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such notice,
the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such notice, to be held
in escrow pending the Business Combination Closing.  If the Business Combination Closing does not occur within thirty (30)
days after the Purchaser delivers the FPS Purchase Price to the Escrow Agent, the Escrow Agreement will provide that the Escrow
Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS
Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations
hereunder.  For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or
a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law
or regulation to close in the City of New York, New York.


 


(iv)
The closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same date
and concurrently with the Business Combination Closing.  At the FPS Closing, the Company will issue to the Purchaser the
Forward Purchase Securities, each registered in the name of the Purchaser, against (and concurrently with) release of the FPS
Purchase Price by the Escrow Agent to the Company.


 


(b) Delivery
of Forward Purchase Securities.


 


(i)
The Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder
in the register of members of the Company and with the Company’s transfer agent by book entry on or promptly after (but
in no event more than two (2) Business Days after) the date of the FPS Closing.


 


(ii)
Each register and book entry for the Forward Purchase Securities shall contain a notation, and each certificate (if any) evidencing
the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 


(c) Legend
Removal.  If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company
being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended
(the “Securities Act”), then at the Purchaser’s request, the Company will cause the Company’s transfer
agent to remove the legend set forth in Section 1(b)(ii).  In connection therewith, if required by the Company’s
transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent,
together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the
transfer agent to transfer such Forward Purchase Securities without any such legend; provided, however,
that the Company will not be required to deliver any such opinion, authorization or certificate or direction if it reasonably
believes that removal of the legend could result in or facilitate transfers of Forward Purchase Securities in violation of applicable
law.


 


(d) Registration
Rights.  The Purchaser shall have registration rights with respect to the Forward Purchase Securities as set forth on
Exhibit A (the “Registration Rights”).


 




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2. Representations
and Warranties of the Purchaser.  The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a) Organization
and Power.  The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction
of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to
be conducted.


 


(b) Authorization. 
The Purchaser has full power and authority to enter into this Agreement.  This Agreement, when executed and delivered by
the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms,
except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other
laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification
provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.


 


(c) Governmental
Consents and Filings.  No consent, approval, order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection
with the consummation of the transactions contemplated by this Agreement.


 


(d) Compliance
with Other Instruments.  The execution, delivery and performance by the Purchaser of this Agreement and the consummation
by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any
provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party
or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under
any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of
federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would
have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.


 


(e) Purchase
Entirely for Own Account.  This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation
to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase
Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the same in violation of law.  By executing this Agreement,
the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement
with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward
Purchase Securities.  For purposes of this Agreement, “Person” means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government
or any department or agency thereof.


 


(f) Disclosure
of Information.  The Purchaser has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the offering of the Forward Purchase Securities, as well as the terms of the Company’s
proposed IPO, with the Company’s management.


 


(g) Restricted
Securities.  The Purchaser understands that the offer and sale of the Forward Purchase Securities to the Purchaser has
not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions
of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of
the Purchaser’s representations as expressed herein.  The Purchaser understands that the Forward Purchase Securities
are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws,
the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by
state authorities, or an exemption from such registration and qualification requirements is available.  The Purchaser acknowledges
that the Company has no obligation to register or qualify the Forward Purchase Securities, or any Ordinary Shares into which the
Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to the Registration Rights. 
The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase
Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company
is under no obligation and may not be able to satisfy.  The Purchaser understands that the offering of the Forward Purchase
Securities is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection
of Section 11 of the Securities Act with respect to such Forward Purchase Securities.


 




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(h) No
Public Market.  The Purchaser understands that no public market now exists for the Forward Purchase Securities, and that
the Company has made no assurances that a public market will ever exist for the Forward Purchase Securities.


 


(i) High
Degree of Risk.  The Purchaser understands that its agreement to purchase the Forward Purchase Securities involves a
high degree of risk which could cause the Purchaser to lose all or part of its investment.


 


(j) Accredited
Investor.  The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act.


 


(k) No
General Solicitation.  Neither the Purchaser, nor any of its officers, directors, employees, agents, shareholders or
partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation,
or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.


 


(l) Non-Public
Information.  The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment
of material non-public information relating to the Company.


 


(m) Adequacy
of Financing.  The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.


 


(n) Affiliation
of Certain FINRA Members.  The Purchaser is neither a person associated nor affiliated with Credit Suisse Securities
(USA) LLC, BofA Securities, Inc. or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority
(“FINRA”) that is participating in the IPO.


 


(o) No
Other Representations and Warranties; Non-Reliance.  Except for the specific representations and warranties contained
in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor
any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”)
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser
and this offering, and the Purchaser Parties disclaim any such representation or warranty.  Except for the specific representations
and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement
delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or
warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates
(collectively, the “Company Parties”).


 


3. Representations
and Warranties of the Company.  The Company represents and warrants to the Purchaser as follows:


 


(a) Incorporation
and Corporate Power.  The Company is a business company with limited liability company duly incorporated and validly
existing and in good standing under the laws of the British Virgin Islands and has all requisite corporate power and authority
to carry on its business as presently conducted and as proposed to be conducted.  The Company has no subsidiaries.


 


(b) Capitalization. 
The Company is authorized to issue an unlimited number of Ordinary Shares of no par value and preferred shares of no par value,
of which, as of the date hereof:


 


(i)
7,687,500 Ordinary Shares are issued and outstanding and held by Kismet Sponsor Limited, a business company incorporated in the
British Virgin Islands with limited liability. All of the issued and outstanding Ordinary Shares have been duly authorized, are
fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.


 


(ii)
no preferred shares are issued and outstanding.


 




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(c) Authorization. 
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the
Company to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing, and the securities issuable
upon conversion or exercise of the Forward Purchase Securities, has been taken or will be taken prior to the FPS Closing, as applicable. 
All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of
this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the FPS Closing,
and the issuance and delivery of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the
Forward Purchase Securities has been taken or will be taken prior to the FPS Closing.  This Agreement, when executed and
delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company
in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies,
or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal
or state securities laws.


 


(d) Valid
Issuance of Securities.


 


(i)
The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms of, and for the consideration set
forth in, this Agreement and the Company’s memorandum and articles of association, as they may be amended from time to time
(the “Charter”), and registered in the register of members of the Company, and the securities issuable upon conversion
or exercise of the Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and
this Agreement, and registered in the register of members of the Company, will be validly issued, fully paid and nonassessable
and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions
on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and
liens or encumbrances created by or imposed by the Purchaser.  Assuming the accuracy of the representations of the Purchaser
in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities
and the securities issuable upon conversion of the Forward Purchase Securities will be issued in compliance with all applicable
federal and state securities laws.


 


(ii)
No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii—iv) or (d)(3), is applicable. “Company Covered
Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under
the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e) Governmental
Consents and Filings.  Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the
transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable
state securities laws.


 


(f) Compliance
with Other Instruments.  The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Charter or its other
governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound,
(iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute,
rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect
on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


(g) Operations. 
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations
other than organizational activities and activities in connection with offerings of the Forward Purchase Securities and securities
in the IPO.


 




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(h) Foreign
Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of
the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(i) Compliance
with Anti-Money Laundering Laws.  The operations of the Company are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering
laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.


 


(j) Absence
of Litigation.  There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting
the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their
capacities as such.


 


(k) No
General Solicitation.  Neither the Company, nor any of its officers, directors, employees, agents or shareholders has
either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Forward Purchase Securities.


 


(l) No
Other Representations and Warranties; Non-Reliance.  Except for the specific representations and warranties contained
in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company,
this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation
or warranty.  Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of
this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they
are relying upon any other representations or warranties that may have been made by the Purchaser Parties.


  


4. Additional
Agreements, Acknowledgements and Waivers of the Purchaser.


 


(a) Trust
Account.


 


(i)
The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”)
for the benefit of its public shareholders upon the closing of the IPO.  The Purchaser, for itself and its affiliates, hereby
agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other
asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the
Purchaser may have in respect of any Ordinary Shares held by it.


 


(ii)
The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Ordinary Shares held by it.  In the event the Purchaser has any Claim against the Company under this Agreement, the
Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property
or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of
any Ordinary Shares held by it.


 




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(b) No
Short Sales.  The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant
to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing.  For purposes of this Section 4, “Short Sales” shall include, without limitation,
all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and all types of direct and indirect stock pledges (other than pledges
in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps
and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers
or foreign regulated brokers.


 


(c) Nasdaq
Listing. The Company will use commercially reasonable best efforts to effect and maintain the listing of the Public Units,
Ordinary Shares and Warrants on the Nasdaq Market (or another national securities exchange).


  


5. FPS
Closing Conditions.


 


(a)
The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject
to the fulfillment, at or prior to the FPS Closing, of each of the following conditions, any of which, to the extent permitted
by applicable laws, may be waived by the Purchaser:


 


(i)
The Business Combination shall be completed substantially concurrent with, and immediately following, the purchase of Forward
Purchase Securities;


 


(ii)
The Company shall have delivered to such Purchaser a certificate evidencing the Company’s good standing as a British Virgin
Islands business company with limited liability, as of a date within ten (10) Business Days of the FPS Closing;


 


(iii)
The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been
true and correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect
as though such representations and warranties had been made on and as of such date (other than any such representation or warranty
that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the
failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions
contemplated by this Agreement;


 


(iv)
The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; and


 


(v)
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 


(b)
The obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject
to the fulfillment, at or prior to the FPS Closing, of each of the following conditions, any of which, to the extent permitted
by applicable laws, may be waived by the Company:


 


(i)
The Business Combination shall be completed substantially concurrent with, and immediately following, the purchase of Forward
Purchase Securities;


 


(ii)
The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have
been true and correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same
effect as though such representations and warranties had been made on and as of such date (other than any such representation
or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except
where the failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate
the transactions contemplated by this Agreement;


 




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(iii)
The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and


 


(iv)
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 


6. Termination. 
This Agreement may be terminated at any time prior to the FPS Closing:


 


(a)
by mutual written consent of the Company and the Purchaser; or


 


(b)
automatically


 


(i)
if the IPO is not consummated on or prior to twenty-four months from the date of this Agreement; or


 


(ii)
if the Business Combination is not completed within 24 months from the closing of the IPO, or such later date as may be approved
by the Company’s shareholders.


 


In
the event of any termination of this Agreement pursuant to this Section 6, the FPS Purchase Price (and interest
thereon, if any), if previously paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to
the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on
the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or
shareholders and all rights and obligations of each party shall cease; provided, however, that nothing
contained in this Section 6 shall relieve either party from liabilities or damages arising out of any fraud
or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.


 


7. General
Provisions.


 


(a) Notices. 
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent
by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business
hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally
recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. 
All communications sent to the Company shall be sent to:


 


Kismet
Acquisition One Corp


9
Building B, Lesnaya Street


Moscow,
Russia 125196

Attn: Ivan Tavrin, Chief Executive Officer


Email: 
tioffice@kismetcg.com


 


with
a copy to the Company’s counsel at:


 


Greenberg
Traurig, LLP


1750
Tysons Boulevard, Suite 1000


McLean,
VA 22102


Attn:
Alan A. Annex, Esq. and Jason T. Simon, Esq.

Email: annexa@gtlaw.com and simonj@gtlaw.com


 




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All
communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof,
or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance
with this Section 7(a).


 


(b) No
Finder’s Fees.  Other than fees payable to Credit Suisse Securities (USA) LLC or BofA Securities, Inc., which
shall be the responsibility of the Company, each party represents that it neither is nor will be obligated for any finder’s
fee or commission in connection with this transaction.  The Purchaser agrees to indemnify and to hold harmless the Company
from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this
transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or
any of its officers, employees or representatives is responsible.


 


(c) Survival
of Representations and Warranties.  All of the representations and warranties contained herein shall survive the FPS
Closing.


 


(d) Entire
Agreement.  This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto
or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


(e) Successors. 
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors.  Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments. 
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the other parties except that the Purchaser may assign its rights,
interests, or obligations hereunder to any of its affiliates, provided, however, that no such assignment or delegation shall relieve
the Purchaser of its obligations hereunder and the Company shall be entitled to pursue all rights and remedies against the Purchaser
subject to the terms and conditions hereof.


 


(g) Counterparts. 
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.


 


(h) Headings. 
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning
or interpretation of this Agreement.


 


(i) Governing
Law.  This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to, the
laws of the State of New York, without giving effect to its choice of laws principles.


 


(j) Jurisdiction. 
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to
the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding
arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern
District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any
such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that
its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not
be enforced in or by such court.


 




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(k) Waiver
of Jury Trial.  The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant
to this Agreement and the transactions contemplated hereby.


 


(l) Amendments. 
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of
the Company and the Purchaser.


 


(m) Severability. 
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement,
as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to
be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator
making such determination will have the power to modify the provision in a manner consistent with its objectives such that it
is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and
will be enforced.


 


(n) Expenses. 
Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution
and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants.  The Company shall be responsible for the
fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the
Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities.


 


(o) Construction. 
The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  If an ambiguity or question
of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. 
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and
regulations promulgated thereunder, unless the context requires otherwise.  The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.”  Pronouns in
masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be
construed to include the plural and vice versa, unless the context otherwise requires.  The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words
of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. 
The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. 
If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there
exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of
specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in
breach of the first representation, warranty, or covenant.


 


(p) Waiver.
 No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional
or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q) Confidentiality. 
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions
contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto
shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


 


(r) Specific
Performance.  The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was
not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


	 	PURCHASER:
	 	 	 
	 	KISMET SPONSOR LIMITED
	 	 	 
	 	By:	/s/ Natalia Markelova
	 	 	Name: Natalia Markelova
	 	 	Title: Director
	 	 	 
	 	COMPANY:
	 	 
	 	KISMET ACQUISITION ONE CORP
	 	 	 
	 	By:	/s/ Ivan Tavrin
	 	 	Name: Ivan Tavrin
	 	 	Title: Chairman and Chief Executive Officer


 


[Signature
Page to Forward Purchase Agreement]


 




    	 	10	 



     


    

EXHIBIT
A


 


Registration
Rights





 


1. Within
thirty (30) days after the Business Combination Closing, the Company shall use commercially reasonable efforts (i) to file a registration
statement on Form S-1, to the extent the Company is required to use such form, for a secondary offering (including any successor
registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the Ordinary
Shares and Warrants (and underlying Ordinary Shares) comprising the Forward Purchase Securities, (y) any other Ordinary Shares
that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing
and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x)
and (y) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided that
if Form S-3 is available for such a registration, the Company shall register the resale of the Registrable Securities on Form
S-3 as soon as such form is available and such Form S-3 shall also be deemed to be a Resale Shelf, (ii) to cause the Resale Shelf
to be declared effective under the Securities Act promptly (and in any event within sixty (60) days) thereafter and (iii) to maintain
the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A)
the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date
all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation
(including without volume or manner of sale restrictions) under Rule 144 under the Securities Act.


 


2. In
the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (“Staff”)
of the SEC from registering all of the Registrable Securities on the Resale Shelf or the Staff requires that the Purchaser be
specifically identified as an “underwriter” in order to permit such registration statement to become effective, and
such Purchaser does not consent in writing to being so named as an underwriter in such registration statement, the number of Registrable
Securities to be registered on the Resale Shelf will be reduced on a pro rata basis among all the holders of Registrable Securities
to be so included, unless otherwise required by the Staff, so that the number of Registrable Securities to be registered is permitted
by Staff and such Purchaser is not required to be named as an “underwriter”; provided, that any Registrable
Securities not registered due to this paragraph 2 shall thereafter as soon as allowed by the SEC guidance be registered to the
extent the prohibition no longer is applicable.


 


3. If
at any time the Company proposes to file a Registration Statement on its own behalf, or on behalf of any other Persons who have
registration rights (“Other Holders”), relating to an underwritten offering of shares of common stock (a “Company
Offering”), then the Company will provide the Purchaser with notice in writing (an “Offer Notice”)
at least seven (7) Business Days prior to such filing, which Offer Notice will offer to include Purchaser’s Registrable
Securities (“Piggyback Securities”) in the Registration Statement. Within five (5) Business Days (or, in the
case of an Offer Notice delivered to the Purchaser in connection with an Underwritten Shelf Takedown (as described below), within
three (3) Business Days) after receiving the Offer Notice, the Purchaser may make a written request to the Company to include
some or all of the Purchaser’s Registrable Securities in the Registration Statement. If the underwriter(s) for any Company
Offering advise the Company that marketing factors require a limitation on the number of securities that may be included in the
Company Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Company and the
Other Holders, if any; and (ii) second, to the Purchaser based on the pro rata percentage of Piggyback Securities held by the
Purchaser and requested to be included in the Company Offering 


 


4. At
any time during which the Company has an effective Resale Shelf with respect to the Purchaser’s Registrable Securities,
the Purchaser may make a written request (which request shall specify the intended method of disposition thereof) (a “Shelf
Takedown Request”) to the Company to effect a sale, of all or a portion of the Purchaser’s Registrable Securities
that are covered by the Resale Shelf, and the Company shall use commercially reasonable efforts to file a prospectus supplement
for such purpose as soon as reasonably practicable following receipt of a Shelf Takedown Request. The Purchaser may request that
any such sale be conducted as an underwritten public offering (an “Underwritten Shelf Takedown”).


 




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5. The
determination of whether any offering of Registrable Securities pursuant to the Resale Shelf or a Shelf Takedown Prospectus Supplement
will be an underwritten offering shall be made in the sole discretion of the Purchaser, after consultation with the Company, and
the Purchaser shall have the right, after consultation with the Company, to determine the plan of distribution, including the
price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees. The Purchaser shall
select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter (provided
that such investment banker or bankers and managers shall be reasonably satisfactory to the Company).


 


6. In
connection with any underwritten offering, the Company shall enter into such customary agreements and take all such other actions
in connection therewith (including those requested by the Purchaser) in order to facilitate the disposition of such Registrable
Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement that
provides for customary opinions, comfort letters and officer’s certificates and other customary deliverables and make management
and its own accountants available for any due diligence sessions and make management reasonably available for a road show.


 


7. The
Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and
maintain the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration Expenses.
For purposes of this paragraph 7, “Registration Expenses” shall mean the out-of-pocket expenses of a Company
Offering or Underwritten Shelf Takedown, including, without limitation, the following: (i) all registration and filing fees (including
fees with respect to filings required to be made with FINRA) and any securities exchange on which the Registrable Securities are
then listed; (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements
of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii) printing, messenger,
telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable fees and disbursements
of all independent registered public accountants of the Company incurred specifically in connection with such Underwritten Shelf
Takedown; and (vi) reasonable fees and expenses of one legal counsel selected by the holders of a majority of the Registrable
Securities, who will represent all the selling shareholders.


 


8. The
Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Purchaser a written notice (“Suspension
Notice”) stating that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s
insider trading policy (as if the Purchaser were covered by such policy) or (ii) materially detrimental to the Company and its
stockholders for such prospectus to be used at such time. The Company’s right to suspend the use of such prospectus under
clause (ii) of the preceding sentence may be exercised for a period of not more than thirty (30) days after the date of such notice
to the Purchaser; provided such period may be extended for an additional thirty (30) days with the consent of
a majority-in-interest of the holders of Registrable Securities covered by the Resale Shelf, which consent shall not be unreasonably
withheld; provided further, that such right to suspend the use of a prospectus shall be exercised by the Company
not more than once in any twelve (12) month period. A holder of Registrable Securities shall not effect any sales of Registrable
Securities pursuant to the Resale Shelf at any time after it has received a Suspension Notice from the Company and prior to receipt
of an End of Suspension Notice (as defined below). The holders may recommence effecting sales of the Registrable Securities pursuant
to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from the
Company to the holders. The Company shall act in good faith to permit any suspension period contemplated by this paragraph to
be concluded as promptly as reasonably practicable.


 


9. The
Purchaser agrees that, except as required by applicable law, the Purchaser shall treat as confidential the receipt of any Suspension
Notice (provided that in no event shall such notice contain any material nonpublic information of the Company) hereunder
and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company
until such time as the information contained therein is or becomes public, other than as a result of disclosure by a holder of
Registrable Securities in breach of the terms of this Agreement.


 




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10. The
Company shall indemnify and hold harmless the Purchaser, its directors and officers, partners, members, managers, employees, agents,
and representatives of such Purchaser and each person, if any, who controls the Purchaser within the meaning of the Securities
Act and the Exchange Act and any agent thereof (collectively, “Indemnified Persons”), to the fullest extent
permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs (including reasonable
costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or
other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative
or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under
the Securities Act or otherwise, promptly as incurred, arising out of, based upon or resulting from any untrue statement or alleged
untrue statement of any material fact contained in the Resale Shelf (or any amendment or supplement thereto), the related prospectus,
or any amendment or supplement thereto, or arise out of, are based upon or resulting from the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading; provided, however, that the Company shall not be liable in any
such case or to any Indemnified Person to the extent that any such Loss arises out of, is based upon or results from an untrue
statement or alleged untrue statement or omission or alleged omission or so made in reliance upon or in conformity with information
furnished by or on behalf of such Indemnified Person in writing specifically for use in the preparation of the Resale Shelf, the
related prospectus, or any amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such Indemnified Person, and shall survive the transfer of such securities by the Purchaser.


 


11. The
Company’s obligation under paragraph (1) of this Exhibit A is subject to the Purchaser’s furnishing to the Company
in writing such information as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus,
or any amendment or supplement thereto. The Purchaser shall indemnify the Company, its officers, directors, managers, employees,
agents and representatives, and each person who controls the Company (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of material fact contained
in the Resale Shelf, the related prospectus, or any amendment or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information so furnished in writing by such Purchaser expressly for inclusion
in such document; provided that the obligation to indemnify shall be individual, not joint and several, for each
Purchaser and shall be limited to the net amount of proceeds received by such Purchaser from the sale of Registrable Securities
pursuant to the Resale Shelf.


 


12. The
Company shall cooperate with the Purchaser, to the extent the Registrable Securities become freely tradable, to facilitate the
timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to
be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the case may be,
as the Purchaser may reasonably request and registered in such names as the Purchaser may request.


 


13. If
requested by the Purchaser, the Company shall as soon as practicable, subject to any Suspension Notice, (i) incorporate in a prospectus
supplement or post-effective amendment such information as the Purchaser reasonably requests to be included therein relating to
the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of
Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the
Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement if reasonably requested by the Purchaser holding any Registrable
Securities.


 


14. As
long as the Purchaser shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act, and to promptly
furnish the Purchaser with true and complete copies of all such filings, unless filed through the SEC’s EDGAR system. The
Company further covenants that it shall take such further action as the Purchaser may reasonably request, all to the extent required
from time to time, to enable the Purchaser to sell the Ordinary Shares and Warrants held by the Purchaser without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including
providing any legal opinions. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 


15. The
rights, duties and obligations of the Purchaser under this Exhibit A may be assigned or delegated by the Purchaser in conjunction
with and to the extent of any permitted transfer or assignment of Registrable Securities by the Purchaser to any permitted transferee
or assignee.


 


 


A-3