Exhibit 10.1


 


January 5, 2021


 


Kairos Acquisition Corp.


c/o Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and among Alpha Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters
(each, an “Underwriter” and collectively, the “Underwriters”), relating to
an underwritten initial public offering (the “Public Offering”), of up to 27,600,000 of the Company’s
units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles
the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold
in the Public Offering pursuant to registration statements on Form S-1 (File Nos. 333-251553 and 333-251908)
and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the
 “Commission”) and the Company shall apply to have the Units listed on the Nasdaq Capital Market. Certain
capitalized terms used herein are defined in Section 13 hereof.


 


In order to induce the Company and the
Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each of Kairos Alpha Acquisition LLC (the “Sponsor”),
HS Chronos LLC (“HS Chronos”) and the undersigned individuals, each of whom is a member of the Company’s
board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agree with the Company as follows:


 


1. The Sponsor, HS Chronos and each
Insider agrees that (A) if the Company seeks shareholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed
Business Combination and (ii) not redeem any Founder Shares (or Ordinary Shares issuable upon conversion thereof) owned by
it, him or her in connection with such shareholder approval, (B) if the Company engages in a tender offer in connection with
any proposed Business Combination, it, he or she shall not sell any Founder Shares (or Ordinary Shares issuable upon conversion
thereof) to the Company in connection therewith and (C) if the Company seeks shareholder approval of any proposed amendment
to the Charter prior to the consummation of a Business Combination, it, he or she shall not redeem any Founder Shares (or Ordinary
Shares issuable upon conversion thereof) owned by it, him or her in connection with such shareholder approval.


 


2. The Sponsor, HS Chronos and
each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the time
period set forth in the Charter, the Sponsor, HS Chronos and each Insider shall take all reasonable steps to cause the
Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary
Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which
redemption will completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s
board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the
Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable
law. The Sponsor, HS Chronos and each Insider agrees to not propose any amendment to the Charter (i) that would affect
the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or
to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time period
described in the Prospectus or (ii) with respect to any other provision relating to shareholders’ rights or
pre-Business Combination activity, unless the Company provides its public shareholders with the opportunity to redeem their
Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay any taxes, divided by the number of then outstanding Offering Shares.


 






     


     


    

 


The Sponsor, HS Chronos and each Insider
acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account
or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it,
him or her. The Sponsor, HS Chronos and each Insider hereby further waives any claim such Sponsor or Insider may have in the future
as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund
for any reason whatsoever except in each case with respect to the their right to a pro rata interest in the proceeds held in the
Trust Fund for any Offering Shares such Sponsor or Insider may hold.


 


3. During the period commencing on
the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor, HS Chronos and each Insider
shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission
promulgated thereunder, with respect to any Units, Ordinary Shares, Founder Shares, Warrants or any securities convertible into,
or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares, Founder
Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce
any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders, HS Chronos and the Sponsor
acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this Section 3
or Section 7 below, the Company shall announce the impending release or waiver by press release through a major news service
at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective
two business days after the publication date of such press release. The provisions of this Section will not apply if the release
or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by
the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time
of the transfer.


 


4. In the event of the
liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any
claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for services
rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered into a
letter of intent, confidentiality or other similar agreement or a Business Combination agreement (a
 “Target”); provided, however, that such indemnification of the Company by
the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other
than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount
of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount per
share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of
the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account
which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of
any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the
Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event
that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to
the extent of any liability for such third party claims. The Sponsor shall have the right to defend against any such claim
with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of
the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 






     


     


    

 


5. To the extent that the Underwriters
do not exercise their over-allotment option to purchase up to an additional 3,600,000 Units within 45 days from the date of the
Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares
in the aggregate equal to 285,212 multiplied by a fraction, (i) the numerator of which is 3,600,000 minus the number of Units
purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,600,000.
HS Chronos agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 614,788 multiplied by a fraction,
(i) the numerator of which is 3,600,000 minus the number of Units purchased by the Underwriters upon the exercise of their
over-allotment option, and (ii) the denominator of which is 3,600,000. The forfeiture will be adjusted to the extent that
the over-allotment option is not exercised in full by the Underwriters so that the Sponsor and HS Chronos will be required to forfeit
only that number of Founder Shares as is necessary so that the Initial Shareholders will own an aggregate of 20.0% of the Company’s
issued and outstanding shares after the Public Offering.


 


6. Each officer of the Company hereby
agrees not to become an officer or director of any other any other special purpose acquisition company with a class of securities
registered under the Exchange Act until the Company has entered into a definitive agreement regarding an initial Business Combination
or unless the Company has failed to complete a Business Combination within the time period set forth in the Charter.


 


(b) The Sponsor, HS Chronos and each
Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event
of a breach by such Sponsor or an Insider of its, his or her obligations under Sections 1, 2, 3, 4, 5, 6(a), 7(a), 7(b), 8, 9 and
10, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party
shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


7. (a) The Sponsor, HS Chronos
and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof)
until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent
to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted
for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial
Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor, HS Chronos and each
Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Ordinary Shares issued or issuable upon
the conversion of the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the
provisions set forth in Sections 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary
Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that
are held by the Sponsor, HS Chronos, any Insider or any of their permitted transferees (that have complied with this
Section 7(c)), are permitted (a) to the Company’s officers or directors, any affiliates or family members of
any of the Company’s officers or directors, any members of the Sponsor or HS Chronos; (b) in the case of an
individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a
member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual;
(d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by
private sales or transfers made in connection with any forward purchase agreement or similar arrangements or in connection
with the consummation of a Business Combination at prices no greater than the price at which the securities were originally
purchased; (f) in the case of HS Chronos, to clients or persons to whom HS Chronos or any of its affiliates provides
investment management services; (g) transfers in the event of the Company’s liquidation prior to the completion of
an initial Business Combination; (h) transfers by virtue of the laws of the State of Delaware or the Sponsor’s
operating agreement upon dissolution of the Sponsor; and (i) by virtue of the laws of the State of Delaware or HS
Chronos’ operating agreement upon dissolution of HS Chronos; provided, however, that in the case of clauses
(a) through (f) or (h) through (i), these permitted transferees must enter into a written agreement agreeing to be bound
by the restrictions herein.


 






     


     


    

 


8. Each of the Insiders agrees to be a
director, officer or board observer of the Company, as applicable, until the earlier of the consummation by the Company of an initial
Business Combination, the liquidation of the Company, or his or her removal, resignation for compliance with applicable rules or
regulations or other unforeseeable reasons as of the date hereof, death or incapacity. In the event of the removal or resignation
of an Insider as a director, officer or board observer (as applicable), each Insider agrees that he or she will not, prior to the
consummation of the Business Combination, without the prior express written consent of the Company, (i) use for the benefit
of the undersigned or to the detriment of the Company or (ii) disclose to any third party (unless required by law or governmental
authority), any information regarding a potential target of the Company that is not generally known by persons outside of the Company,
the Sponsor, or their respective affiliates.


 


9. The undersigned acknowledges and agrees
that prior to entering into a definitive agreement for a Business Combination with a target business that is affiliated with any
of the Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
directors and the Company must obtain an opinion from an independent investment banking firm or another independent entity that
commonly renders valuation opinions for the type of company the Company is seeking to acquire that such Business Combination is
fair to the Company’s unaffiliated shareholders from a financial point of view.


 


10. The Sponsor, HS Chronos and each
Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s
biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate
in all respects and does not omit any material information with respect to the Insider’s background. Each Insider’s
questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he
or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never
been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently
a defendant in any such criminal proceeding.


 


11. Except as disclosed in the Prospectus,
neither the Initial Shareholders nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of
the Company, shall receive from the Company any finder’s fee, reimbursement or cash payments prior to, or in connection with
any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of
the type of transaction that it is), other than the amounts described in the Prospectus under the heading “Summary –
The Offering – Limited Payments to Insiders.”


 


12. The Sponsor, HS Chronos and
each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into
this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and
hereby consents to being named in the Prospectus as an officer and/or director of the Company.


 


13. As used herein,
(i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination, involving the Company and one or more businesses;
(ii) “Shares” shall mean, collectively, the Ordinary Shares and the Founder Shares;
(iii) “Founder Shares” shall mean (a) the 6,900,000 of the Company’s Class B
ordinary shares, par value $0.0001 per share, initially issued to the Sponsor and HS Chronos (up to 285,212 Shares of which
are subject to complete or partial forfeiture by the Sponsor and up to 614,788 Shares of which are subject to complete or
partial forfeiture by HS Chronos if the over-allotment option is not exercised by the Underwriters) for an aggregate purchase
price of $25,000, or $0.004 per share, prior to the consummation of the Public Offering; (iv) “Initial
Shareholders” shall mean the Sponsor, HS Chronos and any Insider that holds Founder Shares;
(v) “Private Placement Warrants” shall mean the Warrants to purchase up to 8,020,000 Ordinary
Shares of the Company which the Sponsor and HS Chronos have agreed to purchase for an aggregate purchase price of $8,020,000,
or an average $1.00 per whole Private Placement Warrant, in a private placement that shall occur simultaneously with the
consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of
securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into
which a portion of the net proceeds of the Public Offering shall be deposited;
(viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to
sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or
indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the
Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any
intention to effect any transaction specified in clause (a) or (b); and
(ix) “Charter” shall mean the Company’s memorandum and articles of association, as the
same may be amended from time to time.


 






     


     


    

 


14. This Letter Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


15. No party hereto may assign either
this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
party. Any purported assignment in violation of this Section shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, HS Chronos and
each Insider and their respective successors, heirs and assigns and permitted transferees.


 


16. Nothing in this Letter Agreement shall
be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under
or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


17. This Letter Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


18. This Letter Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


19. This Letter Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all
agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought
and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which
jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.


 


20. Any notice, consent or request
to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


21. This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided,
however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed
by March 31, 2021; provided further that Section 4 of this Letter Agreement shall survive such liquidation.


 


22. The Company, the Sponsor, HS Chronos
and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party beneficiary
of this Letter Agreement.


 


[Signature Page Follows]


 






     


     


    

 


	 	Sincerely,
	 	 
	 	KAIROS ALPHA ACQUISITION LLC
	 	 	 
	 	By:	 /s/ Peter Bang
	 	 	
        Name: Peter Bang

        Title: Managing Member

	 	 	 
	 	HS CHRONOS LLC
	 	 	 
	 	By:	 Vikas Singhal
	 	 	Name: Vikas Singhal
	 	 	Title: Partner
	 	 	 
	 	By:	 /s/ Peter Bang
	 	 	Name: Peter Bang
	 	 	 
	 	By:	 /s/ Jerry Michael de St. Paer
	 	 	Name: Jerry Michael de St. Paer
	 	 	 
	 	By:	 /s/ Robert Glanville
	 	 	Name: Robert Glanville
	 	 	 
	 	By:	 /s/ Garrett Donald Koehn
	 	 	Name: Garrett Donald Koehn
	 	 	 
	 	By:	 /s/ John Lummis
	 	 	Name: John Lummis
	 	 	 
	 	By:	 /s/ Thomas Motamed
	 	 	Name: Thomas Motamed
	 	 	 
	 	By:	 /s/ Michael J. Stone
	 	 	Name: Michael J. Stone
	 	 	 
	 	By:	 /s/ Susan J. Sutherland
	 	 	Name: Susan J. Sutherland
	 	 	 
	 	By:	 /s/ Vikas Singhal
	 	 	Name: Vikas Singhal
	 	 	 
	 	By:	 /s/ Michael Millette
	 	 	Name: Michael Millette


 


	
        Acknowledged and Agreed:

         

        KAIROS ACQUISITION CORP.
	 
	 	 
	/s/ Peter
Bang	 
	Name: Peter Bang	 
	Title: Chief Executive Officer	 


 


[Signature Page to Letter Agreement]