Exhibit
10.1


 


December
13, 2021


Kairous
Acquisition Corp. Limited


Unit
9-3, Oval Tower @ Damansara,


No.
685, Jalan Damansara,


60000
Taman Tun Dr. Ismail,


Kuala
Lumpur, Malaysia


 


Maxim
Group LLC

405 Lexington Ave.


New
York, NY 10174


 


Re:
Initial Public Offering


 


Ladies
and Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Kairous Acquisition Corp. Limited, a Cayman Islands company (the “Company”), and
Maxim Group LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value
$0.0001 per share (the “Ordinary Shares”), one-half (1/2) of one redeemable warrant, each whole warrant entitling
its holder to purchase one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and
one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined
in paragraph 13 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition
of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.
If the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary Shares beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.
(a) Unless the Company’s shareholders are previously given the option to redeem their shares in connection with amending
applicable documents to extend the time that the Company has to complete a Business Combination and that the Company fails to
consummate a Business Combination within 12 months (or, in the event that the Company extended the period of time to consummate a
business combination by an additional three months, within 21 months) from the closing of the Company’s IPO from the closing
of the Company’s IPO, the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and
distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 




    	 



     


    

 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and
any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with
the Company and will not seek recourse against the Trust Fund for any reason whatsoever.


 


3.
The undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company
will enter into with the undersigned and an escrow agent acceptable to the Company.


 


4.
In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to
the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target
business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to
any pre-existing fiduciary and contractual obligations the undersigned might have.


 


5.
The undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with,
or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must
be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent
investment banking firm that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point
of view.


 


6.
Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of
the Business Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to
the Company in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of
the undersigned shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying,
investigating and consummating a Business Combination.


 


7.
Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or
any affiliate of the undersigned originates a Business Combination.


 


8.
The undersigned agrees to be a director/officer of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and the Representative
is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s biography
and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities
Act of 1933. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
in all material respects. The undersigned represents and warrants that:


 





		(a)	He,
                                            she or it has never had a petition under the federal bankruptcy laws or any state insolvency
                                            law been filed by or against (i) him, her or it, or any partnership in which he or she was
                                            a general partner at or within two years before the time of filing; or (ii) any corporation
                                            or business association of which he or she was an executive officer at or within two years
                                            before the time of such filing;


 




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		(b)	He,
                                            she or it has never had a receiver, fiscal agent or similar officer been appointed by a court
                                            for his business or property, or any such partnership;
	 	 	 
		(c)	He,
                                            she or it has never been convicted of fraud in a civil or criminal proceeding;
	 	 	 
		(d)	He,
                                            she or it has never been convicted in a criminal proceeding or named the subject of a pending
                                            criminal proceeding (excluding traffic violations and minor offenses);
	 	 	 
		(e)	He,
                                            she or it has never been the subject of any order, judgment or decree, not subsequently reversed,
                                            suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                            enjoining or otherwise limiting him, her or it from (i) acting as a futures commission merchant,
                                            introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
                                            transaction merchant, any other person regulated by the Commodity Futures Trading Commission
                                            (“CFTC”) or an associated person of any of the foregoing, or as an investment
                                            adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
                                            or employee of any investment company, bank, savings and loan association or insurance company,
                                            or from engaging in or continuing any conduct or practice in connection with any such activity;
                                            or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection
                                            with the purchase or sale of any security or commodity or in connection with any violation
                                            of federal or state securities or federal commodities laws;



 











		(f)	He,
                                            she, or it has never been the subject of any order, judgment or decree, not subsequently
                                            reversed, suspended or vacated, of any federal or state authority barring, suspending or
                                            otherwise limiting for more than 60 days his, her or its right to engage in any activity
                                            described in 10(e)(i) above, or to be associated with persons engaged in any such activity;
	 	 	 
		(g)	He,
                                            she, or it has never been found by a court of competent jurisdiction in a civil action or
                                            by the SEC to have violated any federal or state securities law, where the judgment in such
                                            civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 






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		(h)	He,
                                            she, or it has never been found by a court of competent jurisdiction in a civil action or
                                            by the CFTC to have violated any federal commodities law, where the judgment in such civil
                                            action or finding by the CFTC has not been subsequently reversed, suspended or vacated;
	 	 	 
		(i)	He,
                                            she, or it has never been the subject of, or a party to, any Federal, State or foreign judicial
                                            or administrative order, judgment, decree or finding, not subsequently reversed, suspended
                                            or vacated, relating to an alleged violation of (i) any Federal, State or foreign securities
                                            or commodities law or regulation, (ii) any law or regulation respecting financial institutions
                                            or insurance companies including, but not limited to, a temporary or permanent injunction,
                                            order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                            desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                            mail or wire fraud or fraud in connection with any business entity;
	 	 	 
		(j)	He,
                                            she or it has never been the subject of, or party to, any sanction or order, not subsequently
                                            reversed, suspended or vacated, or any self-regulatory organization, any registered entity,
                                            or any equivalent exchange, association, entity or organization that has disciplinary authority
                                            over its members or persons associated with a member;
	 	 	 
		(k)	He,
                                            she or it has never been convicted of any felony or misdemeanor: (i) in connection with the
                                            purchase or sale of any security; (ii) involving the making of any false filing with the
                                            SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                            municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;
	 	 	 
		(l)	He,
                                            she or it was never subject to a final order of a state or foreign securities commission
                                            (or an agency of officer of a state performing like functions); a state or foreign authority
                                            that supervises or examines banks, savings associations, or credit unions; a state or foreign
                                            insurance commission (or an agency or officer of a state performing like functions); an appropriate
                                            federal or foreign banking agency; the CFTC; or the National Credit Union Administration
                                            that is based on a violation of any law or regulation that prohibits fraudulent, manipulative,
                                            or deceptive conduct;
	 	 	 
		(m)	He,
                                            she or it has never been subject to any order, judgment or decree of any court of competent
                                            jurisdiction, that, at the time of the sale of the Units, restrained or enjoined him, her
                                            or it from engaging or continuing to engage in any conduct or practice: (i) in connection
                                            with the purchase or sale of any security; (ii) involving the making of any false filing
                                            with the SEC or any foreign regulatory agency with similar functions; or (iii) arising out
                                            of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer,
                                            investment adviser or paid solicitor of purchasers of securities;



 




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		(n)	He,
                                            she or it has never been subject to any order of the SEC or any foreign regulatory agency
                                            with similar functions that orders him, her or it to cease and desist from committing or
                                            causing a future violation of: (i) any scienter-based anti-fraud provision of the federal
                                            securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section
                                            10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of
                                            the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities
                                            Act;
	 	 	 
		(o)	He,
                                            she or it has never filed (as a registrant or issuer), or been named as an underwriter in
                                            any registration statement or Regulation A offering statement filed with the SEC that was
                                            the subject of a refusal order, stop order, or order suspending the Regulation A exemption,
                                            or is, currently, the subject of an investigation or proceeding to determine whether a stop
                                            order or suspension order should be issued;
	 	 	 
		(p)	He,
                                            she or it has never been subject to a United States Postal Service false representation order,
                                            or is currently subject to a temporary restraining order or preliminary injunction with respect
                                            to conduct alleged by the United States Postal Service to constitute a scheme or device for
                                            obtaining money or property through the mail by means of false representations;
	 	 	 
		(q)	He,
                                            she or it is not subject to a final order of a state securities commission (or an agency
                                            of officer of a state performing like functions); a state authority that supervises or examines
                                            banks, savings associations, or credit unions; a state insurance commission (or an agency
                                            or officer of a state performing like functions); an appropriate federal banking agency;
                                            the CFTC; or the National Credit Union Administration that bars the undersigned from: (i)
                                            association with an entity regulated by such commission, authority, agency or officer; (ii)
                                            engaging in the business of securities, insurance or banking; or (iii) engaging in savings
                                            association or credit union activities;
	 	 	 
		(r)	He,
                                            she or it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c)
                                            of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
                                            or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i)
                                            suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities
                                            dealer or investment adviser; (ii) places limitations on the activities, functions or operations
                                            of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from
                                            being associated with any entity or from participating in the offering of any penny stock;
                                            and



 




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		(s)	He,
                                            she or it has never been suspended or expelled from membership in, or suspended or barred
                                            from association with a member of, a securities self-regulatory organization (e.g., a registered
                                            national securities exchange or a registered national or affiliated securities association)
                                            for any act or omission to act constituting conduct inconsistent with just and equitable
                                            principles of trade.



 


9.
The undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter
agreement and to serve as a Director and/or officer of the Company.


 


10.
The undersigned hereby waives his, her or its right to exercise redemption rights with respect to any Ordinary Shares owned or to be
owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether purchased by the
undersigned prior to the IPO, in the IPO or in the aftermarket, and agrees that he, she or it will not seek redemption with respect to
or otherwise sell, such shares in connection with any vote to approve a Business Combination with respect thereto, a vote to amend the
provisions of the Company’s Amended and Restated Memorandum and Articles of Association, or a tender offer by the Company prior
to a Business Combination.


 


11.
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company offers holders of IPO Shares the right to receive their pro rata portion of the funds then held in the
Trust Fund.


 


12.
In connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by,
and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result
in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought
before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and
will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s
decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of
such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the
non-prevailing party or as otherwise directed by the arbitrators.


 




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13.
As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired by an Insider prior
to the IPO and any Ordinary Shares underlying the Private Units; (iv) “IPO Shares” shall mean the Ordinary
Shares issued in the Company’s IPO; (v) “Registration Statement” means the registration statement on
Form S-1 filed by the Company with respect to the IPO; and (vi) “Trust Fund” shall mean the trust fund into
which a portion of the net proceeds of the Company’s IPO will be deposited.


 


14.
Any notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
by electronic mail or by facsimile transmission.


 


If
to the Representative:


 


Maxim
Group LLC

405 Lexington Ave


New
York, NY 10174


Attn:
Alex Jin


Email:
ajin@maximgrp.com


 


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


 


Hunter
Taubman Fischer & Li LLC


800
Third Avenue


Suite
2800


New
York, New York 10022


Attn:
Guillaume de Sampigny, Esq.


E-mail:
gdesampigny@htflawyers.com


 


If
to the Company:


 


Kairous
Acquisition Corporation


Unit
9-3, Oval Tower @ Damansara,


No.
685, Jalan Damansara,


60000
Taman Tun Dr. Ismail,


Kuala
Lumpur, Malaysia


Attn:
Joseph Lee, Chief Executive Officer


Email:
joseph@kairous.com


 


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


Loeb
& Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Lawrence Venick, Esq.

Email: lvenick@loeb.com


 




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15.
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent 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 shall be binding on the parties hereto and
any successors and assigns thereof.


 


16.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
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 changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


17.
The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and
warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative
of, or a fiduciary with respect to, the Company, its shareholders or any creditor or vendor of the Company with respect to the subject
matter hereof.


 


[Signature
pages follow]


 







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		/s/
                                            Joseph Lee Moh Hon

	 	Joseph
    Lee Moh Hon
	 	 
	 	/s/
                                            Philip Wong Cheung Wang

	 	Philip
    Wong Cheung Wang
	 	

	 	/s/
    Steve Hsia Hsien-Chieng
	 	Steve
    Hsia Hsien-Chieng
	 	 
	 	/s/
                                            Ng Kim Kiat

	 	Ng
    Kim Kiat
	 	 
	 	/s/
                                            Dato’ Seri Chee Hong Leong

	 	Dato’
    Seri Chee Hong Leong
	 	 
	 	/s/
                                            Ang Siak Keng

	 	Ang
    Siak Keng