Exhibit
4.7


 


THE
REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT
WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE OPTION BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS BEGINNING
ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING (AS DEFINED BELOW) TO ANYONE OTHER THAN TO (I) MAXIM GROUP LLC (“MAXIM”)
OR AN UNDERWRITER OR SELECTED DEALER PARTICIPATING IN THE OFFERING OR (II) AN OFFICER OR PARTNER OF MAXIM OR OF ANY SUCH UNDERWRITER
OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(e).


 


THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT OF KAIROUS ACQUISITION
CORP. LIMITED (“COMPANY”) AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN))]
AND [●]1. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S
TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A MERGER, SHARE EXCHANGE, ASSET ACQUISITION,
RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) WITHIN THE REQUIRED TIME
PERIODS OR [●]2.


 


UNIT
PURCHASE OPTION FOR THE PURCHASE OF UP TO 431,250 UNITS OF


KAIROUS ACQUISITION CORP. LIMITED


 


	1.	Purchase
                                            Option.



 


THIS
CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of Maxim Group LLC (“Holder”), as registered
owner of this Purchase Option, to Company, a Cayman Islands company, Holder is entitled, at any time or from time to time on or after
the first anniversary of the effective date (“Effective Date”) of the Registration Statement (“Commencement
Date”), (as described in the Company’s registration statement (“Registration Statement”) pursuant
to which Units are offered for sale to the public in Company’s initial public offering (“Offering”)) until five
years from the Effective Date of the Registration Statement (“Expiration Date”), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to Three Hundred and Seventy-five Thousand ( 375,000 ) units (or up to
Four Hundred Thirty-one Thousand and Two Hundred Fifty ( 431,250 ) units with full exercise of the over-allotment option
in the offering) (“Units”) of the Company, each Unit consisting of one (1) ordinary share of the Company, with a par
value $0.0001 per share (“Ordinary Share(s)”), one-half (1/2) of one redeemable warrant (“Warrant(s)”),
each whole Warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per full share (subject to adjustment),
and one (1) right to receive one-tenth (1/10) of an Ordinary Share upon the consummation of a Business Combination (“Right(s)”).
Each Right is the same as the right included in the units being registered for sale to the public by way of the Registration Statement
(“Public Rights”). Each Warrant is the same as the whole warrant included in the Units being registered for sale to
the public by way of the Registration Statement (the “Public Warrants”). If the Expiration Date is a day on which
banking institutions are authorized by law to close, then this Purchase Option may be exercised on the next succeeding day which is not
such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action
that would terminate the Purchase Option. This Purchase Option is initially exercisable at $11.00 per Unit so purchased; provided, however,
that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Option, including the
exercise price per Unit and the number of Units (and Ordinary Shares, Warrants and Rights) to be received upon such exercise, shall be
adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price,
depending on the context.


 


 




1
                                            Insert date that is one (1) year from the effective date of the registration statement.


2
Insert date that is five (5) years from the commencement of sales of the offering.


 





    	 



    	 



    

 


	2.	 Exercise of Purchase option.
	 	 	 
	 	2.1.	Exercise
    Form. In order to exercise this Purchase Option, the exercise form attached hereto must be duly executed and completed and delivered
    to the Company, together with this Purchase Option and payment of the Exercise Price for the Units being purchased payable in cash
    or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00
    p.m., New York City local time, on the Expiration Date, this Purchase Option shall become and be void without further force or effect,
    and all rights represented hereby shall cease and expire.
	 	 	 
	 	2.2.	Legend.
    Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows, unless such securities
    have been registered under the Securities Act of 1933, as amended (“Act”):
	 	 	 
	 	 	“The
    securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”)
    or applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective
    registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”


 




    	 



    	 



    

 


	 	2.3.	Cashless
    Exercise.
	 	 	 	 
	 	 	2.3.1.	Determination
    of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable
    (and in lieu of being entitled to receive Ordinary Shares and Warrants) in the manner required by Section 2.1, and subject to Section
    6.1 hereof, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase
    Option into Units (“Cashless Exercise Right”) as follows: upon exercise of the Cashless Exercise Right, the Company
    shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Units (or that number
    of Ordinary Shares, Warrants and Rights comprising that number of Units) equal to the number of Units to be exercised multiplied
    by the quotient obtained by dividing (x) the “Value” (as defined below) of the portion of the Purchase Option being converted
    by (y) the Current Market Value (as defined below). The “Value” of the portion of the Purchase Option being converted
    shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the
    portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying
    the portion of the Purchase Option being converted. As used herein, the term “Current Market Value” per Unit at any date
    means: (A) in the event that the Units, Ordinary Shares, Public Warrants, and Public Rights are still trading, (i) if the Units are
    listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), the average reported last sale
    price of the Units in the principal trading market for the Units as reported by the exchange, Nasdaq or the Financial Industry Regulatory
    Authority (“FINRA”), as the case may be, for the three trading days preceding the date in question; or (ii) if
    the Units are not listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), but is traded
    in the residual over-the-counter market, the average reported last sale price for Units for the three trading days preceding the
    date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; (B) in the
    event that the Units are not still trading but the Ordinary Shares, Public Warrants, and Public Rights underlying the Units are still
    trading, the aggregate of (i) the product of (x) the Current Market Price of the Ordinary Share and (y) the number of the Ordinary
    Shares underlying one Unit (which shall include the portion of an Ordinary Share the holder of a Unit would automatically receive
    in connection with the Right included in each such Unit), plus (ii) the product of (x) the Current Market Price of the Public Warrants
    and (y) the number of Warrants included in one Unit; or (C) in the event that neither the Units nor the Public Warrants are still
    trading, the aggregate of (i) the product of (x) the Current Market Price of the Ordinary Shares and (y) the number of the Ordinary
    Shares underlying one Unit (which shall include the portion of an Ordinary Share the holder of a Unit would automatically receive
    in connection with the Right included in each such Unit), plus (ii) the remainder derived from subtracting (x) the exercise price
    of the Warrants multiplied by the number of Ordinary Shares issuable upon exercise of the Warrants underlying one Unit from (y) the
    product of (aa) the Current Market Price of the Ordinary Shares multiplied by (bb) the number of Ordinary Shares underlying the Warrants
    included in each such Unit. The “Current Market Price” shall mean (i) if the Ordinary Shares (or Public Warrants,
    as the case may be) are listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), the
    average reported last sale price of the Ordinary Shares (or Public Warrants) in the principal trading market for the Ordinary Share
    (or Public Warrants) as reported by the exchange, Nasdaq or FINRA, as the case may be, for the three trading days preceding the date
    in question; (ii) if the Ordinary Shares (or Public Warrants) are not listed on a national securities exchange or quoted on the OTC
    Bulletin Board (or successor exchange), but are traded in the residual over-the-counter market, the average reported last sale price
    for the Ordinary Share (or Public Warrants) on for the three (3) trading days preceding the date in question for which such quotations
    are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Ordinary
    Share cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine,
    in good faith. In the event the Public Warrants have expired and are no longer exercisable, no “Value” shall be attributed
    to Warrants underlying this Purchase Options.
	 	 	 	 
	 	 	2.3.2.	Mechanics
    of Cashless Exercise. The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement
    Date and not later than the Expiration Date by delivering the Purchase Option with the duly executed exercise form attached hereto
    with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number
    of Units the Holder will purchase pursuant to such Cashless Exercise Right


 




    	 



    	 



    

 


	 	2.4.	No
    Obligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this Purchase Option, in no event will the
    Company be required to net cash settle the exercise of the Purchase Option or Warrants underlying the Purchase Option. The holder
    of the Purchase Option and Warrants underlying the Purchase Option will not be entitled to exercise the Purchase Option or the Warrants
    underlying such Purchase Option unless it exercises such Purchase Option pursuant to the Cashless Exercise Right or a registration
    statement is effective, or an exemption from the registration requirements is available at such time and, if the holder is not able
    to exercise the Purchase Option or underlying Warrants, the Purchase Option and/or the underlying Warrants, as applicable, will expire
    worthless.
	 	 	 
	3.	Transfer
    of purchase option.
	 	 	 
	 	3.1.	General
    Restrictions. The registered Holder of this Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer,
    assign, pledge or hypothecate this Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option), or cause
    the Purchase Option (or the Ordinary Shares and Warrants underlying this Purchase Option) to be the subject of any hedging, short
    sale, derivative, put, or call transaction that would result in the effective economic disposition of the Purchase Option by any
    person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on the date of commencement
    of sales of the Offering to anyone other than (i) Maxim or an underwriter or selected dealer in connection with the Offering, or
    (ii) a bona fide officer or partner of Maxim or of any such underwriter or selected dealer. On and after the 181st day after the
    date of commencement of sales of the Offering, transfers to others may be made subject to compliance with or exemptions from applicable
    securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto
    duly executed and completed, together with the Purchase Option and payment of all transfer taxes, if any, payable in connection therewith.
    The Company shall within five (5) business days transfer this Purchase Option on the books of the Company and shall execute and deliver
    a new Purchase Option of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number
    of Units purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.
	 	 	 
	 	3.2.	Restrictions
    Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company
    has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
    under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the
    Company (the Company hereby agreeing that the opinion of Hunter Taubman Fischer & Li LLC shall be deemed satisfactory evidence
    of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement
    relating to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)
    and compliance with applicable state securities law has been established.


 




    	 



    	 



    

 


	4.	New
    Purchase Option to be Issued.
	 	 	 
	 	4.1.	Partial
    Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned in whole
    or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option for cancellation,
    together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price (except to the extent
    that the Holder elects to exercise this Purchase Option by means of a cashless exercise as provided in Section 2.3 above) and/or
    transfer tax, the Company shall cause to be delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase
    Option in the name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to which
    this Purchase Option has not been exercised or assigned
	 	 	 
	 	4.2.	Lost
    Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
    Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a
    new Purchase Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of such loss, theft,
    mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


	5.	REGISTRATION
    RIGHTS.
	 	 	 	 
	 	5.1.	Demand
    Registration.
	 	 	 	 
	 	 	5.1.1.	5.1.1
    Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51%
    of the Purchase Option and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees
    to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion
    of the (i) Purchase Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such
    Purchase Option, including the Units, Ordinary Shares, Warrants, Rights and the Ordinary Shares underlying the Warrants and Rights
    and (ii) the securities issued to the Holder prior to or concurrently with the Offering and all the securities underlying such securities
    (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file
    a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities as expeditiously
    as possible within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration
    statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made
    at any time during a period of four and one-half years beginning 180 days after the date of commencement of sales of the Offering.
    The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s)
    of distribution thereof. The Company will notify all holders of the Purchase Option and/or Registrable Securities of the demand within
    ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include
    all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable
    Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after
    the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have
    their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be required to
    effect more than one (1) Demand Registrations under this Section 5.1 in respect of all Registrable Securities. Notwithstanding
    the provisions of this Section 5.1.1, the Holder shall be entitled to a Demand Registration Statement under this Section 5.1.1 on
    only one occasion and such demand registration right shall terminate on the fifth anniversary of the commencement of sales of the
    Offering in accordance with FINRA Rule 5110(g)(8)(B) and (C).


 




    	 



    	 



    

 


	 	 	5.1.2.	Effective
    Registration. Notwithstanding Section 5.1.5, a registration will not count as a Demand Registration until the registration statement
    filed with the Commission, with respect to such Demand Registration, has been declared effective and the Company has complied with
    all of its obligations under this Purchase Option with respect thereto.
	 	 	 	 
	 	 	5.1.3.	Underwritten
    Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand Notice, the offering
    of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event,
    the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s
    participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent
    provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting
    agreement in customary form with the underwriter or underwriters selected for such underwriting by the Majority Holders.
	 	 	 	 
	 	 	5.1.4.	Reduction
    of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises
    the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding
    Holders desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to sell and the
    Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights
    held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that
    can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the
    probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
    Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which
    Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such
    person has requested be included in such registration, regardless of the number of shares held by each such person (such proportion
    is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second,
    to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Ordinary Shares or other
    securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the
    extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other
    securities registrable pursuant to the terms of the Registration Rights Agreement between the Company and the initial investors in
    the Company and Maxim, dated as of [●] (the “Registration Rights Agreement” and such registrable securities,
    the “Investor Securities”) as to which “piggy-back” registration has been requested by the holders
    thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum
    Number of Shares has not been reached under the foregoing clauses (i), (ii), and (iii), the Ordinary Shares or other securities for
    the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons
    and that can be sold without exceeding the Maximum Number of Shares.


 




    	 



    	 



    

 


	 	 	5.1.5.	Withdrawal.
    If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include
    all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from
    such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to the
    effectiveness of the registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
    of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to
    continue its obligations under Section 5.1, provided that, any such withdrawal will not count as the Demand Registration if the Demanding
    Holders pay all of the Company’s out-of-pocket expenses, with respect to such withdrawn registration.
	 	 	 	 
	 	 	5.1.6.	Terms.
    The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one
    legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders
    shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register the
    Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event
    shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company
    to be obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign corporation doing
    business in such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital
    stock of the Company. The Company shall use its best efforts to cause any registration statement or post-effective amendment filed
    pursuant to the demand rights granted under Section 5.1.1 to remain effective for a period of nine consecutive months from the effective
    date of such registration statement or post-effective amendment.


 




    	 



    	 



    

 


	 	5.2.	 Piggy-Back Registration.
	 	 	 	 
	 	 	5.2.1.	Piggy-Back
    Rights. If at any time during the seven year period beginning on the date of commencement of sales of the Offering the Company
    proposes to file a registration statement under the Act with respect to an offering of equity securities, or securities or other
    obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders
    of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to
    Section 5.1), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii)
    for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt
    that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give
    written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than
    ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in
    such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any,
    of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such
    number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such
    notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such
    registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering
    to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any
    similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the
    intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through
    a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form
    with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding the provisions of this Section
    5.2.1, such piggyback registration rights shall terminate on the seventh anniversary of the commencement of sales of the Offering
    in accordance with FINRA Rule 5110(g)(8)(D).
	 	 	 	 
	 	 	5.2.2.	Reduction
    of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering
    advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares which
    the Company desires to sell, taken together with Ordinary Shares, if any, as to which registration has been demanded pursuant to
    written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities
    as to which registration has been requested under this Section 5.2, and the Ordinary Shares, if any, as to which registration has
    been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the
    Maximum Number of Shares, then the Company shall include in any such registration:


 


	 	 	 	(a)	If
    the registration is undertaken for the Company’s account: (A) first, Ordinary Shares or other securities that the Company desires
    to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares
    has not been reached under the foregoing clause (A), the Ordinary Shares or other securities, if any, comprised of Registrable Securities
    and Investor Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration
    rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the
    extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other
    securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back
    registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;


 




    	 



    	 



    

 


	 	 	 	(b)	If
    the registration is a “demand” registration undertaken at the demand of holders of Investor Securities, (A) first, the
    Ordinary Shares or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum
    Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A),
    the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of
    Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B),
    the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can
    be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been
    reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for the account of other persons that
    the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding
    the Maximum Number of Shares; and
	 	 	 	 	 
	 	 	 	(c)	If
    the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable
    Securities or of Investor Securities, (A) first, the Ordinary Shares or other securities for the account of the demanding persons
    that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has
    not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company desires to sell that can
    be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached
    under the foregoing clauses (A) and (B), collectively the Ordinary Shares or other securities comprised of Registrable Securities
    and Investor Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof and of the Registration
    Rights Agreement, as applicable, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that
    the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities
    for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such
    persons, that can be sold without exceeding the Maximum Number of Shares.


 




    	 



    	 



    

 


	 	 	5.2.3.	Withdrawal.
    Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities
    in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of
    the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
    pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the
    registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable
    Securities in connection with such Piggy-Back Registration as provided in Section 5.2.4.
	 	 	 	 
	 	 	5.2.4.	Terms.
    The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one
    legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities but the Holders
    shall pay any and all underwriting commissions related to the Registrable Securities. In the event of such a proposed registration,
    the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior
    to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable
    registration statement filed (during the period in which the Purchase Option is exercisable) by the Company until such time as all
    of the Registrable Securities have been registered and sold. The Holders of the Registrable Securities shall exercise the “piggy-back”
    rights provided for herein by giving written notice within ten days of the receipt of the Company’s notice of its intention
    to file a registration statement. The Company shall use its best efforts to cause any registration statement filed pursuant to the
    above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable
    Securities are first given the opportunity to sell all of such securities.


 




    	 



    	 



    

 


	 	5.3.	General
    Terms.
	 	 	 	 
	 	 	5.3.1.	Indemnification.
    The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
    and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities
    Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including
    all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against litigation,
    commenced or threatened, or any claim whatsoever whether arising out of any action between the underwriter and the Company or between
    the underwriter and any third party or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise,
    arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which
    the Company has agreed to indemnify the underwriters contained in Section 5 of the Underwriting Agreement between the Company, Maxim
    and the other underwriters named therein dated the Effective Date (“Underwriting Agreement”). The Holder(s) of
    the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally,
    and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning
    of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all
    reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim
    whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by
    or on behalf of such Holders, or their successors or assigns for specific inclusion in such registration statement or arising from
    any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement contained
    therein not misleading in connection with the registration of the Registrable Securities, to the same extent and with the same effect
    as the provisions contained in Section 5 of the Underwriting Agreement pursuant to which the underwriters have agreed to indemnify
    the Company.
	 	 	 	 
	 	 	5.3.2.	Exercise
    of Purchase Option. Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their
    Purchase Option or Warrants underlying such Purchase Option prior to or after the initial filing of any registration statement or
    the effectiveness thereof.
	 	 	 	 
	 	 	5.3.3.	Documents
    Delivered to Holders. The Company shall furnish Maxim, for as long as it is a Holder, as representative of the Holders participating
    in any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to
    the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,
    an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort”
    letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,
    a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued
    a report on the Company’s financial statements included in such registration statement, in each case covering substantially
    the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
    letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
    counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
    also deliver promptly to Maxim, as representative of the Holders participating in the offering, the correspondence and memoranda
    described below and copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda
    relating to discussions with the Commission or its staff with respect to the registration statement and permit Maxim, as representative
    of the Holders, to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from
    the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation
    shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers
    and independent auditors, all to such reasonable extent and at such reasonable times and as often as Maxim, as representative of
    the Holders, shall reasonably request. The Company shall not be required to disclose any confidential information or other records
    to Maxim, as representative of the Holders, or to any other person, until and unless such persons shall have entered into reasonable
    confidentiality agreements (in form and substance reasonably satisfactory to the Company), with the Company with respect thereto.


 




    	 



    	 



    

 


	 	 	5.3.4.	Underwriting
    Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders
    whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable
    to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing
    underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily
    contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement
    relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations,
    warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such
    Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters
    except as they may relate to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such
    covenants and indemnification and contribution obligations for selling shareholders as are customarily contained in agreements of
    that type used by the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate
    fully in the preparation of the registration statement and other documents relating to any offering in which they include securities
    pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities
    held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration
    of the Registrable Securities.
	 	 	 	 
	 	 	5.3.5.	Rule
    144 Sale. Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation pursuant
    to Sections 5.1 or 5.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where
    such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under Rule
    144 as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, or (ii) where the number
    of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if
    such Holder were an affiliate within the meaning of Rule 144).


 




    	 



    	 



    

 


	 	 	5.3.6.	Supplemental
    Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a result of
    which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material fact or
    omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
    of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the
    registration statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental or
    amended prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or
    destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file copies then in such
    Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.
	 	 	 	 
	6.	ADJUSTMENTS.
	 	 	 	 
	 	6.1.	Adjustments
    to Exercise Price and Number of Securities. The Exercise Price and the number of Units underlying the Purchase Option shall be
    subject to adjustment from time to time as hereinafter set forth:
	 	 	 	 
	 	 	6.1.1.	Stock
    Dividends - Split-Ups. If after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
    Ordinary Shares is increased by a stock dividend payable in Ordinary Shares or by a split-up of Ordinary Shares or other similar
    event, then, on the effective date thereof, the number of Ordinary Shares underlying each of the Units purchasable hereunder shall
    be increased in proportion to such increase in outstanding shares. In such case, the number of Ordinary Shares, and the exercise
    price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance
    with the terms of the Warrants.
	 	 	 	 
	 	 	6.1.2.	Aggregation
    of Shares. If after the date hereof, and subject to the provisions of Section 6.3, the number of outstanding Ordinary Shares
    is decreased by a consolidation, combination or reclassification of Ordinary Shares or other similar event, then, on the effective
    date thereof, the number of Ordinary Shares underlying each of the Units purchasable hereunder shall be decreased in proportion to
    such decrease in outstanding shares and the Exercise Price shall be proportionately increased. In such case, the number of Ordinary
    Shares, and the exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall
    be adjusted in accordance with the terms of the Warrants.


 




    	 



    	 



    

 


	 	 	6.1.3.	Replacement
    of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares
    other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Ordinary Shares, or in
    the case of any merger or consolidation of the Company with or into another company (other than a consolidation or merger in which
    the Company is the continuing entity and that does not result in any reclassification or reorganization of the outstanding Ordinary
    Shares), or in the case of any sale or conveyance to another company or entity of the property of the Company as an entirety or substantially
    as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Option shall have the right thereafter
    (until the expiration of the right of exercise of this Purchase Option) to receive upon the exercise hereof, for the same aggregate
    Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares or other securities or property (including
    cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale
    or transfer, by a Holder of the number of Ordinary Shares of the Company obtainable upon exercise of this Purchase Option and the
    underlying Warrants immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered
    by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions
    of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or
    other transfers.
	 	 	 	 
	 	 	6.1.4.	Changes
    in Form of Purchase Option. This form of Purchase Option need not be changed because of any change pursuant to this Section,
    and a Purchase Option issued after such change may state the same Exercise Price and the same number of Units as are stated in the
    Purchase Option as initially issued. The acceptance by any Holder of the issuance of a new Purchase Option reflecting a required
    or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation
    thereof.
	 	 	 	 
	 	6.2.	Substitute
    Purchase Option. In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into,
    another entity (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Ordinary
    Shares), the entity formed by such consolidation or merger shall execute and deliver to the Holder a supplemental Purchase Option
    providing that the holder of each Purchase Option then outstanding or to be outstanding shall have the right thereafter (until the
    stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the kind and amount of shares and other
    securities and property receivable upon such consolidation or merger, by a holder of the number of Ordinary Shares of the Company
    for which such Purchase Option might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such
    supplemental Purchase Option shall provide for adjustments which shall be identical to the adjustments provided in Section 6. The
    above provision of this Section shall similarly apply to successive consolidations or mergers.
	 	 	 	 
	 	6.3.	Elimination
    of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Ordinary Shares or
    Warrants upon the exercise of the Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional
    interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down
    to the nearest whole number of Warrants, Ordinary Shares or other securities, properties or rights.


 




    	 



    	 



    

 


	7.	RESERVATION
    AND LISTING. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely
    for the purpose of issuance upon exercise of the Purchase Option (including the Ordinary Shares underlying the Rights) or the Warrants,
    such number of Ordinary Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company
    covenants and agrees that, upon exercise of the Purchase Option and payment of the Exercise Price therefor, all Ordinary Shares and
    other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive
    rights of any shareholder. The Company further covenants and agrees that upon exercise of the Warrants underlying the Purchase Option
    and payment of the respective Warrant exercise price therefor, all Ordinary Shares and other securities issuable upon such exercise
    shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholders. As long
    as the Purchase Option shall be outstanding, the Company shall use its best efforts to cause all (i) Units and Ordinary Shares issuable
    upon exercise of the Purchase Option, (ii) Warrants issuable upon exercise of the Purchase Option, (iii) Ordinary Shares issuable
    upon exercise of the Warrants included in the Units issuable upon exercise of the Purchase Option, (iv) Rights issuable upon exercise
    of the Purchase Option and (v) Ordinary Shares underlying the Rights included in the Units issuable upon exercise of the Purchase
    Option to be listed and/or quoted (subject to official notice of issuance) on all securities exchanges (or, if applicable, on the
    OTC Bulletin Board or OTC Markets Group, Inc. or any successor trading market) on which the Ordinary Shares or the Public Warrants
    may then be listed and/or quoted.
	 	 	 
	8.	CERTAIN
    NOTICE REQUIREMENTS.
	 	 	 
	 	8.1.	Holder’s
    Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent as a shareholder
    for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however,
    at any time prior to the expiration of the Purchase Option and its exercise, any of the events described in Section 8.2 shall occur,
    then, in each such event, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a
    record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution,
    conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding
    up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
    the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the
    same time and in the same manner that such notice is given to the shareholders.
	 	 	 
	 	8.2.	Events
    Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
    events: (i) if the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive
    a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained
    earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company
    shall offer to all the holders of its Ordinary Shares any additional shares of capital stock of the Company or securities convertible
    into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii)
    a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all
    or substantially all of its property, assets and business shall be proposed.


 




    	 



    	 



    

 


	 	8.3.	Notice
    of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to
    Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall
    describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the
    Company’s Chief Executive Officer.
	 	 	 
	 	8.4.	Transmittal
    of Notices. All notices, requests, consents and other communications under this Purchase Option shall be in writing and shall
    be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
    Holder of the Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to
    the following address or to such other address as the Company may designate by notice to the Holders:


 


Joseph
Lee


Chief
Executive Officer


KAIROUS
ACQUISITION CORP. LIMITED


Unit
9-3, Oval Tower @ Damansara,


No.
685, Jalan Damansara,


60000
Taman Tun Dr. Ismail,


Kuala
Lumpur, Malaysia


Tel:
+603 – 7733 9340


 


	9.	MISCELLANEOUS.
	 	 	 
	 	9.1.	Amendment.
    The Company and Maxim, for as long as it is a Holder, may from time to time supplement or amend this Purchase Option without
    the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may
    be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions
    arising hereunder that the Company and Maxim may deem necessary or desirable and that the Company and Maxim deem shall not adversely
    affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the
    party against whom enforcement of the modification or amendment is sought.
	 	 	 
	 	9.2.	Headings.
    The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect
    the meaning or interpretation of any of the terms or provisions of this Purchase Option.
	 	 	 
	 	9.3.	Entire
    Agreement. This Purchase Option (together with the other agreements and documents being delivered pursuant to or in connection
    with this Purchase Option) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
    supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 




    	 



    	 



    

 


	 	9.4.	Binding
    Effect. This Purchase Option shall inure solely to the benefit of and shall be binding upon the Holder and the Company and their
    permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have
    any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option or any provisions herein
    contained.
	 	 	 
	 	9.5.	Governing
    Law; Submission to Jurisdiction. This Purchase Option shall be governed by and construed and enforced in accordance with the
    internal laws of the State of New York, without giving effect to conflict of laws principles thereof. Each of the Holder and the
    Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Option
    shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern
    District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Holder and
    the Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any
    process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return
    receipt requested, postage prepaid, addressed to it at the address set forth in Section 8.4 hereof. Such mailing shall be deemed
    personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree
    that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’
    fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefore.
	 	 	 
	 	9.6.	Waiver,
    Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Option shall not
    be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Option or any
    provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Option.
    No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall be effective unless
    set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and
    no waiver of any such breach, non-compliance or non- fulfillment shall be construed or deemed to be a waiver of any other or subsequent
    breach or non-compliance.
	 	 	 
	 	9.7.	Execution
    in Counterparts. This Purchase Option may be executed in one or more counterparts, and by the different parties hereto in separate
    counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
    agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to
    each of the other parties hereto.
	 	 	 
	 	9.8.	Exchange
    Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Option, Holder agrees that, at any time
    prior to the complete exercise of this Purchase Option by Holder, if the Company and Maxim enter into an agreement (“Exchange
    Agreement”) pursuant to which they agree that all outstanding Purchase Options will be exchanged for securities or cash
    or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its duly authorized officer as of the ____ day of __________,
2021.


 


	 	KAIROUS
    ACQUISITION CORP. LIMITED
	 	 	 
	 	By:	
	 	Name:	Joseph
    Lee
	 	Title:	Chief
    Executive Officer


 




    	 



    	 



    

 


Form
to be used to exercise Purchase Option


 


Joseph
Lee


Chief
Executive Officer


Unit
9-3, Oval Tower @ Damansara,


No.
685, Jalan Damansara,


60000
Taman Tun Dr. Ismail,


Kuala
Lumpur, Malaysia


Tel:
+603 – 7733 9340


 


Date:
[●], 20__


 


The
undersigned hereby elects irrevocably to exercise all or a portion of the within Purchase Option and to purchase ____ Units of Kairous
Acquisition Corp. Limited and hereby makes payment of $____________ (at the rate of $_________ per Unit) in payment of the Exercise Price
pursuant thereto. Please issue the securities as to which this Purchase Option is exercised in accordance with the instructions given
below.


 


Or


 


The
undersigned hereby elects irrevocably to convert its right to purchase _________ Units purchasable under the within Purchase Option by
surrender of the unexercised portion of the attached Purchase Option (with a “Value” based of $_______ based on a
“Market Price” of $_______). Please issue the securities comprising the Units as to which this Purchase Option is
exercised in accordance with the instructions given below.


 


	 	 	 



 


NOTICE:
The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without
alteration or enlargement or any change whatever


 


Signature(s)
Guaranteed:


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


Name


 


	 	 	 


(Print
in Block Letters)


 


Address


 


	 
	 


 




    	 



    	 



    

 


Form
to be used to assign Purchase Option:


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Option):


 


FOR
VALUE RECEIVED,______________________________________________ does hereby sell, assign and transfer unto___________________________________________
the right to purchase __________ Units of Kairous Acquisition Corp. Limited (“Company”) evidenced by the within Purchase
Option and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:___________________,
20__


 





	 	 
	 	Signature


 


NOTICE:
The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without
alteration or enlargement or any change whatever.


 


Signature(s)
Guaranteed:


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).