7,500,000 UNITS KAIROUS ACQUISITION CORP. LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
The undersigned, KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2024 • Kairous Acquisition Corp. LTD • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2024, by and among Bamboo Mart Inc., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
WARRANT AGREEMENTWarrant Agreement • December 16th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of December 13, 2021 between Kairous Acquisition Corp. Limited, a Cayman Islands exempted company with limited liability, with its principal executive office at Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • December 16th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 13, 2021 between Kairous Acquisition Corp. Limited, a Cayman Islands company, with its principal executive office at Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 16th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
This Agreement is made as of December 13, 2021 by and between Kairous Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
Kairous Acquisition Corp. Limited Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia Maxim Group LLC 405 Lexington Ave. New York, NY 10174 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 16th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half (1/2) of one redeemable warrant, each whole warrant entitling its holder to purchase one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
Kairous Acquisition Corp. Limited Unit 9-3, Oval Tower @ Damansara, No. 685, Jalan Damansara, 60000 Taman Tun Dr. Ismail, Kuala Lumpur, Malaysia Maxim Group LLC New York, NY 10174Underwriting Agreement • August 24th, 2021 • Kairous Acquisition Corp. LTD • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half (1/2) of one redeemable warrant, each whole warrant entitling its holder to purchase one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
AGREEMENT AND PLAN OF MERGER dated September 30, 2023 by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company, as Parent, KAC Merger Sub 1, a Cayman Islands exempted company, as Purchaser, KAC Merger Sub 2, a Cayman Islands...Merger Agreement • October 5th, 2023 • Kairous Acquisition Corp. LTD • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of September 30, 2023 (the “Signing Date”), by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (“Parent”), KAC Merger Sub 1, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”), KAC Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), NR Instant Produce Public Company Limited, a company formed under the laws of Thailand (the “Shareholder”), and Bamboo Mart Limited, a Cayman Islands exempted company and a wholly owned subsidiary of the Shareholder (the “Company”). Each of Parent, Purchaser, Merger Sub, the Company and the Shareholder is referred to herein as a “Party” and together as “Parties”.
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 26th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [*], 2021 (“Agreement”), by and among KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • May 12th, 2023 • Kairous Acquisition Corp. LTD • Blank checks
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of December 14, 2022 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of May 10, 2023 by the Company and the Sponsor.
LOCK-UP AGREEMENTLock-Up Agreement • December 13th, 2022 • Kairous Acquisition Corp. LTD • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2023, by and between the undersigned (each, the “Holder”) and Wellous Group Holding Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 13th, 2022 • Kairous Acquisition Corp. LTD • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of December 9, 2022 (this “Agreement”), is entered into by and among by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (“Parent”), Wellous Group Limited, a Cayman Islands exempted company (the “Company”), and the shareholder(s) of Parent listed on Exhibit A hereto (the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated September 25, 2024 by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company, as Parent, KAC Merger Sub 1, a Cayman Islands exempted company, as Purchaser, KAC Merger Sub...Agreement and Plan of Merger • October 1st, 2024 • Kairous Acquisition Corp. LTD • Blank checks • New York
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of September 25, 2024 (the “Signing Date”), by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (“Parent”), KAC Merger Sub 1, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”), KAC Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), NRF Consumer Limited (“NRF”), a company formed under the laws of Thailand and Nove Foods Limited (“NF”), a company formed under the laws of Thailand (each, a “Principal Shareholder” and together, the “Principal Shareholders”), and Bamboo Mart Limited, a Cayman Islands exempted company and a wholly owned subsidiary of the Shareholders (the “Company”). Each of Parent, Purchaser, Merger Sub, the Company and each Principal Shareholder is referred to herein as a “party” and together as “parties”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 1st, 2024 • Kairous Acquisition Corp. LTD • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of September 25, 2024 (this “Agreement”), is entered into by and among by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (“Parent”), Bamboo Mart Limited, a Cayman Islands exempted company (the “Company”), and the shareholder(s) of Parent listed on Exhibit A hereto (the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT TO PROMISSORY NOTEPromissory Note • May 12th, 2023 • Kairous Acquisition Corp. LTD • Blank checks
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of April 23, 2021 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of May 10, 2023 by the Company and the Sponsor.
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 16th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of December 13, 2021 (“Agreement”), by and among KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
Termination Notice Date: June 22, 2023Merger Agreement • June 26th, 2023 • Kairous Acquisition Corp. LTD • Blank checks
Pursuant to Section 12.1(a) of the Agreement and Plan of Merger dated December 9, 2022, by and among Kairous Acquisition Corp. Limited, KAC Merger Sub 1, KAC Merger Sub 2, Wellous Group Limited, and certain shareholders and principal owners of Wellous Group Limited (the “Merger Agreement” ), Kairous Acquisition Corp. Limited and Wellous Group Limited mutually agree to terminate the Merger Agreement, effective as of the date hereof. Each of Parent and Company represents that this termination notice has been duly authorized by its board of directors, as provided in Section 12.1(a) of the Merger Agreement.
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • December 13th, 2022 • Kairous Acquisition Corp. LTD • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT, dated as of December 9, 2022 (this “Agreement”), is entered into by and among by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (“Parent”), Wellous Group Limited, a Cayman Islands exempted company (the “Company”), and the shareholder(s) of the Company listed on signature page (the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO.2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2023 • Kairous Acquisition Corp. LTD • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of December 15, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Kairous Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • October 1st, 2024 • Kairous Acquisition Corp. LTD • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2024, by and between NRF Consumer Limited (“NRF”), a company formed under the laws of Thailand, Nove Foods Limited (“NF”, together with NRF, the “Holders”, and each a “Holder”), a company formed under the laws of Thailand, and Bamboo Mart Inc., a Cayman Islands exempted company (the “Purchaser” or “PubCo”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 8th, 2022 • Kairous Acquisition Corp. LTD • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of December 7, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between Kairous Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AMENDMENT TO PROMISSORY NOTEPromissory Note • October 25th, 2023 • Kairous Acquisition Corp. LTD • Blank checks
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of October 25, 2023 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of October 25, 2023 by the Company and the Sponsor.
AMENDMENT TO PROMISSORY NOTEPromissory Note • September 21st, 2023 • Kairous Acquisition Corp. LTD • Blank checks
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of April 23, 2021 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of September 18, 2023 by the Company and the Sponsor.
AMENDMENT TO PROMISSORY NOTEPromissory Note • February 16th, 2024 • Kairous Acquisition Corp. LTD • Blank checks
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of April 23, 2021 (the “Note”) by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and Kairous Asia Limited, the Company’s sponsor the “Sponsor”), is made and entered into effective as of February 13, 2024 by the Company and the Sponsor.
