Exhibit
10.1


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	Principal
    Amount: $360,000	Dated
    as of December 14, 2022


 


Kairous
Acquisition Corp. Limited (the “Maker”), promises to pay to the order of Kairous Asia Limited or its registered assigns
or successors in interest (the “Payee”) the principal sum of three hundred and sixty thousand U.S. Dollars ($360,000)
in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made
by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from
time to time designate by written notice in accordance with the provisions of this Note.


 


	1.	Principal.
    The principal balance of this Promissory Note (this “Note”) shall be payable promptly after the date on which
    the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described
    in its initial public offering prospectus dated December 13, 2021 (the “Prospectus”)). In the event that a Business
    Combination does not close on or prior to March 16, 2023, as such deadline may be further extended, this Note shall be deemed to
    be terminated and no amounts will thereafter be due from Maker to Payee under the terms hereof. The principal balance may not be
    prepaid without the consent of the Payee. 
	 	 
	2.	Conversion
    Rights. The Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”)
    of the Maker, as described in the Prospectus, by providing the Maker with written notice of its intention to convert this note at
    least one business day prior to the closing of a Business Combination. The number of Units to be received by the Payee in connection
    with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee
    by (y) $10.00. 
	 	 	 
	 	(a)	Fractional
    Shares. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which Payee would
    otherwise be entitled, Maker will pay to Payee in cash the amount of the unconverted principal balance of this note that would otherwise
    be converted into such fractional share.
	 	 	 
	 	(b)	Effect
    of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this note at least one business
    day prior to the closing of a Business Combination, this Note shall be deemed to be converted on the date the Business Combination
    closes. At its expense, the Maker will, as soon as practicable after receiving this Note for cancellation after the closing of a
    Business Combination (assuming receipt of timely notice of conversion), issue and deliver to Payee, at Payee’s address set
    forth on the signature page hereto or such other address requested by Payee, a certificate or certificates for the number of Units
    to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities
    laws), including a check payable to Payee for any cash amounts payable as a result of any fractional shares as described herein.
	 	 	 
	3.	Interest.
    No interest shall accrue on the unpaid principal balance of this Note. 
	 	 
	4.	Application
    of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
    this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally
    to the reduction of the unpaid principal balance of this Note. 
	 	 
	5.	Events
    of Default. The following shall constitute an event of default (“Event of Default”): 
	 	 	 
	 	(a)	Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when
due.



 




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	 	(b)	Voluntary
    Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation
    or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee,
    custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of
    any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
    taking of corporate action by Maker in furtherance of any of the foregoing.


 


	 	(c)	Involuntary
    Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker
    in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator,
    assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering
    the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for
    a period of 60 consecutive days.


 


	6.	Remedies.


 


	 	(a)	Upon
    the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
    to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
    become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
    waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
	 	 	 
	 	(b)	Upon
    the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other
    sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
    on the part of Payee.


 


	7.	Waivers.
    Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
    protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee
    under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,
    real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
    or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
    real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
    be sold upon any such writ in whole or in part in any order desired by Payee.
	 	 
	8.	Unconditional
    Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
    of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
    and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented
    to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with
    respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
    become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
	 	 
	9.	Notices.
    Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii)
    personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted
    delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice
    in accordance with this Section:


 


If
to Maker:


Kairous
Acquisition Corp. Limited


Unit
9-3, Oval Tower @ Damansara,


No.
685, Jalan Damansara,


60000
Taman Tun Dr. Ismail,


Kuala
Lumpur, Malaysia


Attn:
Joseph Lee Moh Hon


If
to Payee:


 


Kairous
Asia Limited


Unit
9-3, Oval Tower @ Damansara,


No.
685, Jalan Damansara,


60000
Taman Tun Dr. Ismail,


Kuala
Lumpur, Malaysia


Attn:
Joseph Lee Moh Hon


 




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Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation,
(iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.


 


	10.	Construction.
    THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
    THEREOF.


 


	11.	Jurisdiction.
    The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement
    (including a dispute relating to any non- contractual obligations arising out of or in connection with this agreement) and the parties
    submit to the exclusive jurisdiction of the courts of New York.


 


	12.	Severability.
    Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
    be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
    such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
    jurisdiction.


 


	13.	Trust
    Waiver. Payee has read the Prospectus and understands that Maker has established the trust account described in the Prospectus,
    initially in an amount of $78,780,000 for the benefit of the public stockholders and the underwriters of Maker’s initial public
    offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, Maker may disburse
    monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares or the liquidation
    of Maker; or (ii) to Maker and the Underwriters after consummation of a Business Combination.
	 	 


Notwithstanding
anything herein to the contrary, Payee hereby agrees that it does not have any right, title, interest or claim of any kind in or to any
monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with Maker and will not seek recourse against the trust account for any reason
whatsoever.


 


	14.	Amendment;
    Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker
    and the Payee.


 


	15.	Assignment.
    No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
    law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
    shall be void.


 


	16.	Further
    Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary
    party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect
    to this Promissory Note.


 




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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Executive Officer
the day and year first above written.


 


	 	Kairous
    Acquisition Corp. Limited
	 	 
	 	By:	/s/
    Joseph Lee Moh Hon
	 	Name:	Joseph
    Lee Moh Hon
	 	Title:	Chief
    Executive Officer


 


	Accepted
    and Agreed:	 
	Kairous
    Asia Limited	 
	 	 	 
	By:	/s/
    Joseph Lee Moh Hon	 
	Name:	Joseph
Lee Moh Hon	 
	Title:	Director	 


 




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