Exhibit
10.2


 


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 14 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 including any shares underlying the Private Units (“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. The undersigned acknowledges and agrees that
there will be no distribution from the Trust Fund with respect to any Warrants or Rights underlying the Private Units, all of which will
terminate on the Company’s liquidation.


 


(c)
In the event of the liquidation of the Trust Fund, the
undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims, damage and expense whatsoever
(including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against
any litigation, whether pending or threatened, or any claim whatsoever) which the Company may become subject as a result of any claim
by any vendor or other person who is owed money by the Company for services rendered or products sold or contracted for, but only to
the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Fund;
provided, that such indemnity shall not apply if such vendor or other person has executed an agreement waiving any claims against the
Trust Fund.


 


3.
In the event that the Company does not consummate a
Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation, the undersigned agrees
to advance such funds necessary to complete such liquidation and agrees not to seek recourse for such expenses.


 


4.
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.


 


5.
The undersigned agrees that until the Company consummates
a Business Combination, the undersigned’s Private Units will be subject to the transfer restrictions described in the Subscription
Agreement relating to the undersigned’s Private Units.


 


6.
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.


 


7.
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.


 






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8.
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.


 


9.
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.


 


10.
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;
	 	 	 
	 	(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);


 




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	 	(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;
	 	 	 
	 	(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;



 






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	 	(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;
	 	 	 
	 	(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;



 



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	 	(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
	 	 	 
	 	(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.


 


11.
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.


 


12.
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.


 




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13.
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.


 


14.
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) [“Private
Units” shall mean (x) the Units purchased in the private placement taking place simultaneously with the consummation of
the Company’s IPO and (y) the additional Units that may be purchased in connection with the exercise of the over-allotment option
by the underwriters in the IPO as described in the Registration Statement;]1 (vi) “Registration Statement”
means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund”
shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


15.
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


 










 



1NTD:
Only include for Kairous Asia Limited.


 




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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


 


16.
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.


 


17.
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.


 


18.
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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	 	Kairous
    Asia Limited
	 	 
	 	By:	/s/
                                            Joseph Lee Moh Hon

	 	Name:	Joseph
    Lee Moh Hon
	 	Title:	Director