Exhibit 10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-239972 (the “Registration Statement”), and prospectus (the “Prospectus”)
for the initial public offering of 25,000,000 units (or 28,750,000 units in the aggregate if the Underwriters’ option to
purchase additional units is exercised in full), at a price of $10.00 per unit (the “Units”), each Unit consisting
of one ordinary share of the Company, no par value per share (the “Ordinary Shares”), and one-half of one warrant,
each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share (the “Warrant(s)”)
(such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date
hereof by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Registration Statement); and


 


WHEREAS, Credit Suisse
Securities (USA) LLC and BofA Securities, Inc. (the “Underwriters”) are acting as the representatives of the underwriters
in the Offering pursuant to an underwriting agreement between the Company and the Underwriters (“Underwriting Agreement”);
and


 


WHEREAS, simultaneously
with the Offering, the Company’s sponsor will be purchasing an aggregate of 6,750,000 Warrants (or 7,500,000 Warrants if
the Underwriters’ option to purchase additional Units is exercised in full) at a price of $1.00 per warrant for a total purchase
price of $6,750,000 (or $7,500,000 if the Underwriters’ option to purchase additional Units is exercised in full) in a private
placement (the “Warrant Private Placement”); and


 


WHEREAS, as described in
the Prospectus, and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, $250,000,000
of the gross proceeds of the Offering and the Warrant Private Placement ($287,500,000 if the Underwriters’ option to purchase
additional Units is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account
located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the
Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee
(and any interest earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company
will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the
Underwriting Agreement, a portion of the Property equal to $8,750,000 (or $10,062,500, if the Underwriters’ option to purchase
additional Units is exercised in full) is attributable to deferred underwriting discounts and commissions that may be payable by
the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company and
the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.


 


NOW, THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee hereby
agrees and covenants to:


 


(a) Hold the Property in
trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee located
in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of
$100 billion) and at a brokerage institution selected by the Trustee that is satisfactory to the Company;


 


(b) Manage, supervise and administer the Trust
Account subject to the terms and conditions set forth herein;


 



     

     


    




 


(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property only in U.S. government treasury bills with a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940,
as amended, which invest only in direct U.S. government treasury obligations; it being understood that the Trust Account will earn
no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while on deposit, the Trustee
may earn bank credits or other consideration;


 


(d) Collect and receive,
when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein;


 


(e) Promptly notify the
Company and the Underwriters of all communications received by the Trustee with respect to any Property requiring action by the
Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation
of its tax returns relating to assets held in the Trust Account;


 


(g) Participate in any
plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h) Render to the Company
monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account;


 


(i) Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the
Company (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer or Chairman
of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case
of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to
by the Underwriters and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to
$100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred
to therein or (y) upon the date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as
may be approved by the Company’s shareholders in accordance with the Company’s Amended and Restated Memorandum and
Articles of Association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the
Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public
Shareholders of record as of such date;


 


(j) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a
“Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of
interest earned on the Trust Account requested by the Company to cover any taxes owed by the Company as a result of assets of the
Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic
funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority;
provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee
shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution,
so long as there is no reduction in the principal amount initially deposited in the Trust Account. The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no
responsibility to look beyond said request;


 



    	 	2	 



     


    

 


(k) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a
“Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount
requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a
shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A)
to modify the substance or timing of the Company’ obligation to redeem 100% of its Ordinary Shares if it does not complete
its initial acquisition, share exchange, share reconstruction and amalgamation, contractual control arrangement, purchase of all
or substantially all of the assets of, or any other similar initial business combination with one or more businesses or entities
(a “Business Combination”) within 24 months from the closing of the Offering or (B) with respect to any other provision
relating to shareholders’ rights or pre-Business Combination activity (in each case, an “Amendment”). The written
request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds,
and the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not make any withdrawals
or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants of the Company. The Company hereby
agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Vice Chairman of the Board, Chief Executive
Officer, President, Chief Financial Officer, or other authorized officer of the Company. In addition, except with respect to its
duties under Sections 1(i), (j) or (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on,
any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one
of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions
in writing;


 


(b) Subject to Section
4 hereof, hold the Trustee harmless and indemnify the Trustee from and against, any and all reasonable and documented expenses,
including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken
by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the
fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing
fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the
Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period
after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except
as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In connection with
any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate
of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee)
verifying the vote of the Company’s shareholders regarding such Business Combination;


 


(e) Provide the Underwriters
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed
between the Company and the Underwriters, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection
with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account
or accounts directed by the Underwriters on behalf of the several underwriters prior to any transfer of the funds held in the Trust
Account to the Company or any other person;


 



    	 	3	 



     


    




 


(g) Instruct the Trustee
to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any
distributions that are not permitted under this Agreement; and


 


(h) Within five (5) business
days after the Underwriters exercise their option to purchase additional Units (or any unexercised portion thereof) or such option
to purchase additional Units expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


3. Limitations of Liability. The Trustee shall have no responsibility
or liability to:


 


(a) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that
which is expressly set forth herein;


 


(b) Take any action with
respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no liability to any third
party except for liability arising out of the Trustee’s own gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with
respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Change the investment
of any Property, other than in compliance with Section 1 hereof;


 


(e) Refund any depreciation
in principal of any Property;


 


(f) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such
designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g) The other parties hereto
or to anyone else for any action taken or omitted by the Trustee, or any action suffered by the Trustee to be taken or omitted,
in good faith and in the exercise of the Trustee’s own best judgment, except for the Trustee’s gross negligence, fraud
or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to
be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless
it shall give its prior written consent thereto;


 


(h) Verify the accuracy
of the information contained in the Registration Statement;


 


(i) Provide any assurance
that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration
Statement;


 


(j) File information returns
with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the
Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k) Prepare, execute and
file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, income tax obligations, except pursuant to Section 1(j) hereof; or


 






    	 	4	 



     


    

 


(l) Verify calculations,
qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4. Trust Account Waiver. The Trustee
has 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.
In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b)
or Section 2(c) hereof, the Trustee 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.


 


5. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives
written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate
a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement,
the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within six (6) months of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever for any events occurring or actions taken after such deposit;


 


(b) At such time that the
Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i)
hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Section 2(b); or


 


(c) Upon written notice from the Company to
the Trustee in the event that the Trustee has committed any act of gross negligence, fraud or willful misconduct.


 


6. Miscellaneous.


 


(a) The Company and the
Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers and all other
identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the funds.


 


(b) This Agreement shall
be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed
in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but
one instrument.


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i),
1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent
(65%) of the then outstanding Ordinary Shares; provided that no such amendment will affect any Public Shareholder who has otherwise
indicated his, her or its election to redeem his, her or its Ordinary Shares in connection with a shareholder vote sought to amend
this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical
error) by a writing signed by each of the parties hereto. 


 



    	 	5	 



     


    




 





(d) The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes
of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH
PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice, consent or request to be given
in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com and cgonzalez@continentalstock.com


 


if to the Company, to:


 


Kismet Acquisition One Corp 


9 Building B,
Lesnaya Street 


Moscow, Russia 125196 


Attn: Ivan Tavrin, Chief Executive Officer

Email: tioffice@kismetcg.com


 


in either case with a copy to:


 


Credit Suisse Securities (USA)
LLC

Eleven Madison Avenue

New York, New York 10010-3629 


Attn: Ryan Kelley 


Email: ryan.kelley@credit-suisse.com


 


BofA Securities, Inc. 


One Bryant Park 


New York, New York 10036 


Attn: Warren Fixmer 


Email: warren.fixmer@bofa.com


 


and


 


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


 


and


 


Skadden, Arps, Slate Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California 90071

Attn: Gregg A. Noel, Esq. and P. Michelle Gasaway, Esq.


 


Email: gregg.noel@skadden.com and michelle.gasaway@skadden.com


 


(f) Each of the Company
and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement
and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 






    	 	6	 



     


    

 


(g) This Agreement is the
joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(h) This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(i) Each of the Company
and the Trustee hereby acknowledges that the Underwriters are third party beneficiaries of this Agreement.


 


(j) Except as specified
herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






    	 	7	 



     


    

 


IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf
	 	Name:	Francis Wolf
	 	Title:	Vice President
	 	 	 
	 	KISMET ACQUISITION ONE CORP
	 	 	 
	 	By: 	/s/ Ivan Tavrin
	 	Name:	Ivan Tavrin
	 	Title:	Chairman and Chief Executive Officer






 






    	 	8	 



     


    

 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer	 	$	3,500	 
	Annual fee	 	First year fee payable at initial closing of the Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)	 	$	250	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)	 	 	Prevailing rates	 



  






     

     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Kismet Acquisition One Corp (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of _____, 2020 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement with __________________ (“Target Business”) to consummate a Business
Combination with the Target Business on or about [insert date]. The Company shall notify you at least 72 hours in advance
of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets of the Trust Account and to transfer the proceeds
to the above-referenced account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that Credit Suisse Securities (USA)
LLC and BofA Securities, Inc. (the “Underwriters”) (with respect to the Deferred Discount) and the Company shall direct
on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution,
neither the Company nor the Underwriters will earn any interest or dividends.


 


On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will
be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Underwriters (with respect
to the Deferred Discount) and the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate]
of the Chief Executive Officer, which verifies the vote of the Company’s shareholders in connection with the Business Combination
if a vote is held and (b) joint written instructions signed by the Company and the Underwriters with respect to the transfer of
the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (“Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under
the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before
the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company,
the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following
the Consummation Date as set forth in the notice.


 


[Signature Page Follows]




 






     

     


    







 


	 	Very truly yours,
	 	 
	 	KISMET ACQUISITION ONE CORP
	 	 
	 	By: 	             
	 	Name:	 
	 	Title:	 



 


	AGREED TO AND	 
	ACKNOWLEDGED BY:	 
	 	 
	CREDIT SUISSE SECURITIES (USA) LLC	 
	 	 
	By:	                   	 
	Name:	 	 
	Title:	 	 
	 	 
	BOFA SECURITIES, INC.	 

         

	By:	 	 
	Name:	 	 
	Title:  	 	 



 






     

     


    




 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:     Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Kismet Acquisition One Corp (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of ______, 2020 (“Trust Agreement”), this is to advise
you that the Company has been unable to effect a Business Combination with a target company within the time frame specified in
the Company’s Amended and Restated Memorandum and Articles of Association as described in the Company’s prospectus
relating to the Offering. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust
Agreement.


 


In accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total
proceeds to the trust operating account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company
has selected ____________, 20__ as the date for the purpose of determining when the Public Shareholders will be entitled to receive
their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds
while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying
Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the
Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust
Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j)
of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	KISMET ACQUISITION ONE CORP
	 	 
	 	By:	               
	 	 	 
	 	By:	 






 


cc:    Credit Suisse Securities (USA) LLC





BofA Securities, Inc.


 






     

     


    

 





EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:        Trust Account – Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between Kismet Acquisition One Corp (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of _____, 2020 (“Trust Agreement”), the Company hereby
requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]





 


	 	Very truly yours,
	 	 
	 	KISMET ACQUISITION ONE CORP
	 	 
	 	By:	                
	 	 	 
	 	By:	 


 


cc:   Credit Suisse Securities (USA) LLC





BofA Securities, Inc.


 






     

     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:    Trust Account – Shareholder
Redemption Withdrawal Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made to the
Investment Management Trust Agreement between Kismet Acquisition One Corp (“Company”) and Continental Stock Transfer
& Trust Company, dated as of _____, 2020 (“Trust Agreement”). Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Trust Agreement.


 


Pursuant to Section 1(k)
of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $_____ of
the proceeds of the Trust Account to the checking account at JPMorgan Chase Bank, N.A. for distribution to the shareholders that
have requested redemption of their shares in connection with such Amendment.


 





	 	Very truly yours,
	 	 
	 	KISMET ACQUISITION ONE CORP
	 	 
	 	By:	            
	 	 	 
	 	By:	 





 


cc:   Credit Suisse Securities 


BofA Securities, Inc.