Exhibit 10.6


 


KAIROS ACQUISITION CORP.


 


c/o Ellenoff Grossman & Schole
LLP


1345 Avenue of the Americas


New York, NY 10105


 


January 5, 2021


 


KAIROS ALPHA ACQUISITION LLC


50 Washington Street, Suite 921


Norwalk, CT 06854


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between Kairos Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kairos Alpha Acquisition
LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first
listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and
prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the
earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case
as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i) Kairos
Alpha Acquisition LLC, the Company’s sponsor, shall make available, or cause to be made available, to the Company, at 1345
Avenue of the Americas, New York, NY 10105 (or any successor location of Kairos Alpha Acquisition LLC), office space and administrative
and support services, and the services of Jerry de St. Paer. In exchange therefor, the Company shall pay Kairos Alpha Acquisition
LLC the sum of $20,000 per month (of which $10,000 shall be payable to Mr. de St. Paer on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(ii)  Kairos
Alpha Acquisition LLC hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as
a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment
of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect
the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement,
payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason
whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 






     


     


    

 


This letter agreement
constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State
of New York, without giving effect to its choice of laws principles.


 


This letter agreement
may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same letter agreement.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	KAIROS ACQUISITION CORP.
	 	 	 
	 	By:   	/s/
Peter Bang
	 	 	Name:    	Peter Bang
	 	 	Title:	Chief Executive Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	KAIROS ALPHA ACQUISITION LLC	 
	 	 	 	 
	By:   	/s/
Peter Bang	 
	 	Name:   	 Peter Bang	 
	 	Title:	 Managing Member	 


 


[Signature Page to Administrative Services
Agreement]