REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2022 • Kairous Acquisition Corp. LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2023, by and among Wellous Group Holding Limited1, a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
AGREEMENT AND PLAN OF MERGER dated December 9, 2022 by and among KAIROUS ACQUISITION CORP. LIMITED, a Cayman Islands exempted company, as Parent, KAC Merger Sub 1, a Cayman Islands exempted company, as Purchaser, KAC Merger Sub 2, a Cayman Islands...Agreement and Plan of Merger • December 13th, 2022 • Kairous Acquisition Corp. LTD • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of December 9, 2022 (the “Signing Date”), by and among Kairous Acquisition Corp. Limited, a Cayman Islands exempted company (“Parent”), KAC Merger Sub 1, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“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 (the “Company”), 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 (the “Shareholders”), and Tan Wee Kuan and Henry Chin, who are the ultimate beneficial owners of the Company (the “Principal Owners”);
LOCK-UP AGREEMENTLock-Up Agreement • December 13th, 2022 • Kairous Acquisition Corp. LTD • Blank checks • New York
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).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 13th, 2022 • Kairous Acquisition Corp. LTD • Blank checks
This SPONSOR 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 Parent listed on Exhibit A hereto (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).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • December 13th, 2022 • Kairous Acquisition Corp. LTD • Blank checks
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).
