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).
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).
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).
