Exhibit
10.1


 


AMENDMENT
TO THE



INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This
Amendment No. 1 (this “Amendment”), dated as of December 7, 2022, to the Investment Management Trust Agreement (as defined
below) is made by and between Kairous Acquisition Corp. Limited (the “Company”) and Continental Stock Transfer & Trust
Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust
Agreement.


 


WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 13, 2021 (as amended, the “Trust
Agreement”);


 


WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;


 


WHEREAS,
at an Annual Meeting of shareholders of the Company held on December 2, 2022, the Company shareholders approved (i) a proposal to amend
(the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association to provide that
the date by which the Company shall be required to effect a Business Combination to be extended for (i) two (2) times for an additional
three (3) months each time from December 16, 2022 to June 16, 2023, followed by (ii) six (6) times for an additional one (1) month each
time from June 16, 2023 to December 16, 2023 and (ii) a proposal to extend the date on which to commence liquidating the Trust Account
in the event the Company has not consummated a business combination; and


 


WHEREAS,
on the date hereof, the Company is filing the Charter Amendment with the Registrar of Corporate Affairs in the Cayman Islands.


 


NOW
THEREFORE, IT IS AGREED:


 


The
Trust Agreement is hereby amended as follows:


 


1. Preamble.
The third WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:


 


“WHEREAS,
if a Business Combination is not consummated by December 16, 2022, 12 months following the closing of the IPO, the Company’s insiders
may extend such period by (i) two (2) times for an additional three (3) months each time from December 16, 2022 to June 16, 2023, by
depositing into the trust account $360,000 for each three (3) month extension, followed by (ii) six (6) times for an additional one (1)
month each time from June 16, 2023 to December 16, 2023, by depositing into the trust account $120,000 for each additional one (1) month
extension, up to a maximum of 24 months in the aggregate following the closing of the IPO (each such deadline, an “Applicable Deadline,”
each such extension, an “Extension”) and in exchange for which they will receive promissory notes; and


 


2. Section
1(i). Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:


 


“(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed
on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and,
in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to
by Maxim Group LLC, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed
in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter
has not been received by the Trustee by the 15-month anniversary of the closing of the IPO or, in the event that the Company extended
the time to complete the Business Combination for up to 24-months from the closing of the IPO but has not completed the Business Combination
within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of
the Last Date.


  






    	 



     


    

 


3. Exhibit
D. Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows:


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attn: Mark Zimkind


 


	 	Re:	Trust
    Account — Extension Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Kairous Acquisition Corp. Limited (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of December 13, 2021, as amended, (“Trust Agreement”),
this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target
Businesses for an additional three (3) months / one (1) month, from ______________ to ______________ (the “Extension”). Capitalized
words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $360,000 (for each three-month extension)/$120,000
(for each one-month extension) o, which will be wired to you, into the Trust Account investments upon receipt.


 


This
is the ____ of up to eight Extension Letters.


 


	 	Very
    truly yours,
	 	 
	 	Kairous
    Acquisition Corp. Limited
	 	 	 
	 	By:	 
	 	 	[●],


 


	cc:	Maxim
    Group LLC


 


	 	3.	All
    other provisions of the Trust Agreement shall remain unaffected by the terms hereof.


 


	 	4.	This
    Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
    one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile
    signature shall be deemed to be an original signature for purposes of this Amendment.


 


	 	5.	This
    Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
    7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is
    hereby ratified, intentionally waived and relinquished by all parties hereto.


 


	 	6.	This
    Amendment 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.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written
above.


 


	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE
	 	 	 
	By:	/s/
    Francis Wolf	 
	Name:	Francis
Wolf	 
	Title:	Vice
    President	 
	 	 	 
	KAIROUS
    ACQUISITION CORP. LIMITED
	 	 	 
	By:	/s/
    Joseph Lee Moh Hon	 
	Name:	Joseph
Lee Moh Hon	 
	Title:	Chief
    Executive Officer	 


 






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