Exhibit
10.1


 


Execution
Version


 


SHAREHOLDER
SUPPORT AGREEMENT


 


This
SHAREHOLDER SUPPORT AGREEMENT, dated as of December 9, 2022 (this “Agreement”), is entered into by and among by and
among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (“Parent”), Wellous Group Limited,
a Cayman Islands exempted company (the “Company”), and the shareholder(s) of the Company listed on signature page
(the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed
to them in the Merger Agreement (as defined below).


 


WHEREAS,
Parent, the Company and the Shareholders are parties to that certain Agreement and Plan of Merger dated as of the date hereof, as amended,
modified or supplemented from time to time (the “Merger Agreement”, for the purpose of this Agreement, Merger Agreement
includes the ancillary documents or exhibits thereof) which provides, among other things, that, upon the terms and subject to the conditions
thereof, (a) Parent shall have formed KAC Merger Sub 1, a Cayman Islands exempted company, as its wholly owned subsidiary (“Purchaser”),
(b) Purchaser will form KAC Merger Sub 2, a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger Sub”),
(c) Parent will be merged with and into Purchaser, with Purchaser surviving such merger (the “Reincorporation Merger”),
and (d) Merger Sub will be merged with and into the Company (the “Acquisition Merger”), with the Company surviving
the Merger as a direct wholly owned subsidiary of Purchaser;


 


WHEREAS,
as of the date hereof, each Shareholder owns the number of ordinary shares, par value $0.0001, of the Company set forth on Exhibit A
of which ownership of record or the power to vote is hereafter acquired by the Shareholder prior to the termination of this Agreement
being referred to herein as the “Shares”); and


 


WHEREAS,
in order to induce Parent to enter into the Merger Agreement, each Shareholder is executing and delivering this Agreement to Parent.


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree as follows:


 


1. Agreement
to Vote. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time, and (b) such
date and time as the Merger Agreement shall be terminated in accordance with Section 12.1 thereof (the “Expiration Time”),
each Shareholder, with respect to its Shares, hereby irrevocably agrees to vote:


 


  (a)
 In  Favor of Acquisition Merger and the Requisite Company Vote. At any meeting of the shareholders
of the Company or any class of shareholders of the Company called to seek the Requisite Company Vote, or at any adjournment or
postponement thereof, or in connection with any written consent of the shareholders of the Company or any class of shareholders of
the Company or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, any
other transaction documents, the Acquisition Merger, such Shareholder shall (i) if a meeting is held, appear at such meeting in
person or by proxy or otherwise cause the Shares to be counted as present at such meeting for purposes of establishing a quorum, and
(ii) vote or cause to be voted (including by class vote and/or written consent, if applicable) the Shares in favor of granting the
Requisite Company Vote or, if there are insufficient votes in favor of granting the Requisite Company Vote, in favor of the
adjournment or postponement of such meeting of the shareholders of the Company to a later date.


 




    	1



    	 



    

 


(b)
Against Other Transactions. At any meeting of shareholders of the Company or any class of shareholders of the Company or at any
adjournment or postponement thereof, or in connection with any written consent of the shareholders of the Company or in any other
circumstances upon which such Shareholder’s vote, consent or other approval is sought, such Shareholder shall:


 


(i)
if a meeting is held, appear at such meeting in person or by proxy or otherwise cause the Shares to be counted as present at such
meeting for purposes of establishing a quorum; and


 


(ii) vote (or cause to be voted) the Shares (including by proxy, withholding class vote and/or written consent, if applicable) against
(i) any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Acquisition Merger),
scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the Company or any public offering of any equity securities of the
Company or any of its subsidiaries or any successor entity of the Company or such subsidiary (other than any such transaction
permitted under the Merger Agreement), (ii) any transaction with respect to the direct or indirect sale of the Company, or its
equity interests, business or material assets (a “Company Competing Transaction”) that would prohibit or impair
the Acquisition Merger, and (iii) any amendment of organizational documents of the Company or other proposal or transaction
involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would be reasonably likely to in
any material respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by the
Company of, prevent or nullify any provision of the Merger Agreement or any other transaction document, the Reincorporation Merger,
the Acquisition Merger, any other transaction or change in any manner the voting rights of any class of the Company’s share
capital.


 


(c)
 Revoke Other Proxies. Such Shareholder represents and warrants that any proxies or powers of attorney heretofore given
in respect of the Subject Shares that may still be in effect are not irrevocable, and such proxies or powers of attorney have been
or are hereby revoked.


 




    	2



    	 



    

 


2.  No
Transfer. Other than (a) pursuant to this Agreement, or (b) upon the consent of the Company and Parent, from the date of this Agreement
until the Expiration Time, such Shareholder shall not, directly or indirectly, (i) sell, transfer, tender, grant, pledge, assign or otherwise
dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer
the economic interest in (collectively, “Transfer”), or enter into any contract, option or other arrangement
(including any profit sharing arrangement) with respect to the Transfer of, any Shares to any Person other than pursuant to the Acquisition
Merger; (ii) grant any proxies (other than as set forth in this Agreement or a proxy granted to a representative of such Shareholder
to attend and vote at a shareholders meeting which is voted in accordance with this Agreement) or enter into any voting arrangement,
whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter
into any other agreement, with respect to any Shares; (iii) take any action that would make any representation or warranty of such Shareholder
herein untrue or incorrect, or have the effect of preventing or disabling such Shareholder from performing its obligations hereunder;
or (iv) commit or agree to take any of the foregoing actions or take any other action or enter into any contract that would reasonably
be expected to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing
or delaying such Shareholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding
sentence will be null and void. Such Shareholder hereby authorizes and requests Parent or the Company to notify the Company’s transfer
agent or such other Person with the responsibility for maintaining the Company’s register of members that there is a stop transfer
order with respect to all of the Subject Shares (and that this Agreement places limits on the voting of the Shares). Such Shareholder
agrees with, and covenants to, Parent and the Company that such Shareholder shall not request that the Company register the Transfer
(by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Shares in violation of this Section
2.


 


3. Representations
and Warranties. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to the Company as
follows:


 


(a) The
execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated
hereby do not and will not (i) conflict with or violate any Law applicable to Shareholder, (ii) require any consent, approval or authorization
of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares
(other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organization documents of Shareholder),
or (iv) conflict with or result in a breach of or constitute a default under any provision of Shareholder’s organizational documents.


 


(b) Shareholder
is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable
title to the Shares free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable
securities laws) and has the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or
voting trust with respect to any of the Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement.


 


(c) Shareholder
is a natural person or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing
under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement,
has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations
pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by Shareholder. This Agreement, assuming
due authorization, execution and delivery hereof by the Company and Parent, constitutes a legal, valid and binding obligation of Shareholder
in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws of general applicability relating to or affecting creditor’s rights and to general equitable
principles).


 




    	3



    	 



    

 


(d) As
of the date of this Agreement, there is no action, proceeding or, to the Shareholder’s knowledge, investigation pending against
the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership
of the Shareholder’s Shares, the validity of this Agreement or the performance by the Shareholder of its obligations under this
Agreement.


 


(e) Shareholder
understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Shareholder’s execution
and delivery of this Agreement.


 


(f) No
investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s
or other similar fee or commission for which Parent, Purchaser, Merger Sub or the Company is or will be liable in connection with the
transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder.


 


4. New
Shares. In the event that, during the period commencing on the date hereof and ending at the Expiration Time, (a) any Shares are
issued to Shareholder after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification,
combination or exchange of Shares or otherwise, (b) a Shareholder purchases or otherwise acquires beneficial ownership of any Shares,
or (c) a Shareholder acquires the right to vote or share in the voting of any Shares (collectively the “New Securities”),
then such New Securities acquired or purchased by such Shareholder shall be subject to the terms of this Agreement to the same extent
as if they constituted the Shares owned by such Shareholder as of the date hereof.


 


5. Termination.
This Agreement and the obligations of Shareholder under this Agreement shall automatically terminate upon the earliest of: (a) the Effective
Time; (b) the termination of the Merger Agreement in accordance with its terms; and (c) the mutual agreement of the Company and Parent.
Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided,
however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring
prior to its termination.


 


6. Miscellaneous.


 


(a) Except
as otherwise provided herein or in the Merger Agreement or any other transaction document, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or
not the transactions contemplated hereby or thereby are consummated.


 




    	4



    	 



    

 


(b) All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to
have been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid,
return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 8(b)):


 


If
to Shareholder:


 


To
such Shareholder’s address set forth in Exhibit A.


 


If
to the Company, to:


 


Wellous
Group Limited


 


No
1-1B, Jalan Tasik Utama 3,


Medan
Niaga Tasik Damai,


Lake
Field Sungai Besi,


57000
Kuala Lumpur, Malaysia.


	 	Attention: 	Henry Chin
	 	 	Wee Kuan Tan




	 	Email: 	henrychin@wellous.com
	 	 	andytan@wellous.com




 


with
a copy to (which shall not constitute notice):


 


Robinson
+ Cole LLP


666
Third Avenue, 20th Floor


Attention:
Arila E. Zhou, Esq.


Email:
azhou@rc.com


 


If
to Parent, to:


 


Kairous
Acquisition Corp. Limited


Unit
9-3, Oval Tower @ Damansara


No.
685, Jalan Damansara


60000
Taman Tun Dr. Ismail


Kuala
Lumpur, Malaysia


Attention:
Joseph LeeEmail: joseph@kairous.com


 


with
a copy to (which shall not constitute notice):


 


Loeb
& Loeb LLP


345
Park Avenue, 19th Floor


New
York, NY 10154


Attention:
Lawrence Venick, Esq.


Email:
lvenick@loeb.com


 


(c) If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 




    	5



    	 



    

 


(d) This
Agreement and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede
all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.
This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).


 


(e) This
Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.


 


(f) This
Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed
in and to be performed in that State without giving effect to principles or rules of conflict of laws to the extent such principles or
rules would require or permit the application of Laws of another jurisdiction. All actions, suits or proceedings (collectively, “Action”)
arising out of or relating to this Agreement shall be heard and determined exclusively in any federal or state court having jurisdiction
within the State of New York. The parties hereto hereby (i) submit to the exclusive jurisdiction of federal or state courts within the
State of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably
waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is
brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder
may not be enforced in or by any of the above-named courts.


 


(g) The
parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the
terms hereof, and accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in any federal or state court within the State of New York
without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly
permitted in this Agreement. Each of the parties further waives (i) any defense in any action for specific performance that a remedy
at law would be adequate and (ii) any requirement to post security or a bond as prerequisite to obtaining equitable relief.


 


(h) This
Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.


 




    	6



    	 



    

 


(i) Each
Shareholder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such
further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested
by Parent or the Company, to effect the actions and consummate the Merger and the other transactions contemplated by this Agreement and
the Merger Agreement (including the transactions contemplated hereby and thereby), in each case, on the terms and subject to the conditions
set forth therein and herein, as applicable.


 


(j) This
Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery
of a written agreement executed by Parent, the Company and each Shareholder.


 


(k) This
Agreement shall not be effective or binding upon Shareholder until such time as the Merger Agreement is executed by each of the parties
thereto.


 


(l) If,
and as often as, there are any changes in Parent by way of stock split, stock dividend, combination or reclassification, or through merger,
consolidation, reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to
the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with
respect to Shareholder and the Shares as so changed.


 


(m) Each
of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect
to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies
that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers
and certifications in this Paragraph (m).


 


(n) Shareholder
hereby authorizes Parent and the Company to publish and disclose in any disclosure required by the United States Securities and Exchange
Commission the Shareholder’s identity and beneficial ownership of the Shares and the nature of the Shareholder’s obligations
under this Agreement.


 


[The
remainder of this page is intentionally left blank]


 




    	7



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	SHAREHOLDERS:
	 	 	 
	 	J.HARVESTON HOLDING LIMITED
	 	 
	 	By:
    	 
	 	Name:
    	Tan
    Wee Kuan
	 	Title:	Director
	 	Email:
    	andytan@wellous.com
	 	Address:
    	Tortola
    Pier Park, Building 1,
	 	 	Second
    Floor, Wickhams Cay I,
	 	 	Road
    Town, Tortola
	 	 	British
    Virgin Islands
	 	 	 
	 	NUMBER OF SHARES: 252,547
	 	 	 
	 	SHAREE HOLDING LIMITED
	 	 	 
	 	By:
    	 
	 	Name:
    	Henry
    Chin
	 	Title:
    	Director
	 	Email:
    	henrychin@wellous.com
	 	Address:
    	Tortola
    Pier Park, Building 1,
	 	 	Second
    Floor, Wickhams Cay I,
	 	 	Road
    Town, Tortola
	 	 	British
    Virgin Islands
	 	 	 
	 	NUMBER OF SHARES: 252,547


 




    	8



    	 



    

 


	 	COMPANY:
	 	 	 
	 	WELLOUS GROUP LIMITED
	 	 	 
	 	By: 	 
	 	Name: 	Tan Wee Kuan
	 	Title: 	Director


 




    	9



    	 



    

 


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


 




    	10