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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2021 • Kairous Acquisition Corp. LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 13, 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 • 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:Kairous Acquisition Corp. LTD • December 16th, 2021 • 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.
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”).
