Exhibit
10.4


 


Execution
Version


 


LOCK-UP
AGREEMENT


 


THIS
LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2023, by and between the undersigned (each, the “Holder”)
and Wellous Group Holding Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used and not
otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).


 


BACKGROUND


 


A. Karious
Acquisition Corp. Limited (“Parent”), the Company (previously known as KAC Merger Sub 1, a Cayman Islands exempted company
and wholly owned subsidiary of the Parent (the predecessor of the Company prior to the Business Combination, “Purchaser”
), KAC Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), Wellous
Group Limited, a Cayman Islands exempted company (“Wellous”), J.Harveston Holding Limited, a British Virgin Islands Company,
Dragon Den Holding Limited, a British Virgin Islands company and Sharee Holding Limited, a British Virgin Islands Company (each, a “Holder”
and collectively, the “Holders”), and Tan Wee Kuan and Henry Chin, who are the ultimate beneficial owners of the Company
(the “Principal Owners”), have entered into that certain Agreement and Plan of Merger (as may be amended, supplemented
or otherwise modified from time to time, the “Merger Agreement”), pursuant to which (a) Parent will be merged with
and into Purchaser (the “Reincorporation Merger”), with Purchaser surviving the Reincorporation Merger, and (b) Merger
Sub will be merged with and into the Company (the “Acquisition Merger”), with the Company surviving the Acquisition
Merger as a direct wholly owned subsidiary of Purchaser (collectively, the “Business Combination”). Following the
Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States.


 


B. Each
Holder is the record owner of certain ordinary shares of the Company, par value $0.001 per share (the “Company Ordinary Shares”).


 


C. As
a condition of, and as a material inducement for Parent to enter into and consummate the transactions contemplated by the Merger Agreement,
the Holder has agreed to execute and deliver this Agreement upon the consummation of the Business Combination.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:


 


AGREEMENT


 


1. Lock-Up.


 


(a) During
the Lock-up Period (as defined below), the Holder irrevocably agrees that it will not offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect,
or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership
of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise,
publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other
arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company.


 




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(b) In
furtherance of the foregoing, the Company will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be
covered by a registration statement, and (ii) notify the Company’s transfer agent in writing of the stop order and the restrictions
on such Lock-up Shares under this Agreement and direct the Company’s transfer agent not to process any attempts by the Holder to
resell or transfer any Lock-up Shares, except in compliance with this Agreement.


 


(c) For
purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of
direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total
return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.


 


(d) For
purpose of this Agreement, the “Lock-up Period” means with respect to the Lock-up Shares, the period commencing on
the Closing Date and ending on the date that is twenty four (24) months thereafter.


 


The
restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder’s current or former general or limited
partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities
Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder’s
immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate
planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic
relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance
reasonably satisfactory to Parent.


 


In
addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up
Shares shall be released from the restrictions contained herein. A “Change of Control” means: (a) the sale of all
or substantially all of the consolidated assets of the Company and the Company’s subsidiaries to a third-party purchaser; (b) a
sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the
voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party
purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors
(or its equivalent) of the resulting entity or its parent company.


 


2. Representations
and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby
represents and warrants to the others and to all third party beneficiaries of this Agreement that (a) such party has the full right,
capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has
been duly executed and delivered by such party and is the binding and enforceable obligation of such party, enforceable against such
party in accordance with the terms of this Agreement, and (c) the execution, delivery and performance of such party’s
obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or
understanding to which such party is a party or to which the assets or securities of such party are bound.


 


3.
Beneficial Ownership. The Holder hereby represents and warrants that it does not beneficially own, directly or through
its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated
thereunder), any Company Ordinary Shares, or any economic interest in or derivative of such stock, other than those securities
specified on the signature page hereto. For purposes of this Agreement, the Company Ordinary Shares beneficially owned by the Holder
as specified on the signature page hereto are collectively referred to as the “Lock-up Shares.”


 




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4. No
Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no
fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.


 


5. Intentionally
omitted.


 


6. Notices.
Any notices required or permitted to be sent hereunder shall be sent in writing, addressed as specified below, and shall be deemed
given: (a) if by hand or recognized courier service, by 4:00 PM on a business day, addressee’s day and time, on the date of
delivery, and otherwise on the first business day after such delivery; (b) if by fax or email, on the date that transmission is
confirmed electronically, if by 4:00 PM on a business day, addressee’s day and time, and otherwise on the first business day
after the date of such confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested.
Notices shall be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to
such other address as a party shall specify to the others in accordance with these notice provisions:


 


		(a)	If
                                            to the Company, to:
	 	 	 
	 	 	Wellous
Group Holding Limited
	 	 	No
1-1B, Jalan Tasik Utama 3,
	 	 	Medan
Niaga Tasik Damai,
	 	 	Lake
Field Sungai Besi,
	 	 	57000
Kuala Lumpur, Malaysia
	 	 	Attention:
Tan Lee Kuan
	 	 	Email:
lktan@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






 


		(b)	If
                                            to the Holder, to the address set forth on the Holder’s signature page hereto, with
                                            a copy, which shall not constitute notice, to:
	 	 	 
	 	 	


Robinson
+ Cole LLP



	 	 	666
Third Avenue, 20th Floor
	 	 	Attention:
Arila E. Zhou, Esq.
	 	 	Email:
azhou@rc.com






 


or
to such other address as any party may have furnished to the others in writing in accordance herewith.


 


7. Enumeration
and Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall
not control or affect the meaning or construction of any of the provisions of this Agreement.


 




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8.
Counterparts. This Agreement may be executed in facsimile and in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.


 


9. Successors
and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to
the benefit of, the respective heirs, successors and assigns of the parties hereto. The Holder hereby acknowledges and agrees that
this Agreement is entered into for the benefit of and is enforceable by Parent and its successors and assigns.


 


10. Severability.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to
prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining
provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.


 


11. Amendment.
This Agreement may be amended or modified by written agreement executed by each of the parties hereto.


 


12.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


13. No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.


 


14.
Governing Law. The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of
New York.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	 	Wellous
    group holding limited
	 	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


	 	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 LOCK-UP SHARES: [*]
	 	 	 
	 	DRAGON
    DEN 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


 


	 	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 LOCK-UP SHARES: [*]
	 	 
	 	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 LOCK-UP SHARES: [*]


 




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