5,000,000 UNITS KAIROUS ACQUISITION CORP. LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2021, by and among Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • August 24th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [_____], 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 • August 24th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 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 • August 24th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
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.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 24th, 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”).
