FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 23, 2021, between WiMi Hologram Cloud Inc., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDENTURE Dated as of Between WIMI HOLOGRAM CLOUD INC. as Company and as Trustee DEBT SECURITIESIndenture • August 26th, 2024 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
INDENTURE dated as of [ ], between WiMi Hologram Cloud Inc., an exempted company incorporated in the Cayman Islands (the “Company”), and [ ], a [ ] corporation, as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 24th, 2020 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of, 2020 by and between WiMi Hologram Cloud Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
American Depositary Shares WiMi Hologram Cloud Inc. Representing ____________ Class B Ordinary Shares, Par Value US$0.0001 Per Share Underwriting AgreementUnderwriting Agreement • July 24th, 2020 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
WiMi Hologram Cloud Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom The Benchmark Company LLC and FT Global Capital, Inc. are acting as representatives (the “Representatives”), on a best efforts basis, up to an aggregate of _______________ Class B ordinary shares, par value US$0.0001 per share, (“Class B ordinary shares”) of the Company (the ” Shares”) in the form of _______________ American Depositary Shares (as defined below). The Class B ordinary shares, par value US$0.0001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Ordinary Shares.”
FORM OF PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 23rd, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
This letter (this “Agreement”) constitutes the agreement between WiMi Hologram Cloud Inc. (the “Company”), and FT Global Capital, Inc. (“FT Global”) and The Benchmark Company, LLC (together with FT Global, the “Placement Agents”) pursuant to which the Placement Agents shall serve as the placement agents (the “Services”), for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that the Placement Agents’ obligations hereunder are on a “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agents to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agents placing the Securities.
FORM OF UNDERWRITERS’ WARRANT AGREEMENTUnderwriters' Warrant Agreement • July 24th, 2020 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK COMPANY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
MERGER AGREEMENT Dated as of June 10, 2021 by and among VIYI Algorithm Inc., Venus Acquisition Corporation, Venus Merger Sub Corp., and WiMi Hologram Cloud Inc.Merger Agreement • June 15th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
This MERGER AGREEMENT (the “Agreement”), dated as of June 10, 2021 (the “Signing Date”), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (the “Company”), Venus Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), Venus Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”) and WiMi Hologram Cloud Inc., a Cayman Islands company and the legal and beneficial owner of a majority of the issued and outstanding voting securities of the Company (“Majority Shareholder”).
EXCLUSIVE ASSET PURCHASE AGREEMENTExclusive Asset Purchase Agreement • March 18th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software
THIS EXCLUSIVE ASSET PURCHASE AGREEMENT（the “Aagreement”） is entered into by and between the following parties on Deceember 18, 2020.
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • March 18th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software
This agreement on exclusive business cooperation (the “Agreement”) is made by the following parties in the People’s Republic of China (“China”, for the purposes of this Agreement, the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan are not included) on December 18, 2020 in Beijing.
BACKSTOP AGREEMENTBackstop Agreement • January 24th, 2022 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
This BACKSTOP AGREEMENT (this “Agreement”) is made as of this 24th day of January, 2022 by and between (i) Venus Acquisition Corporation (“SPAC” or “Issuer”), a Cayman Islands exempted company, and (ii) WiMi HologramCloud Inc., a company incorporated in the Cayman Islands (“Buyer”).
Labor contract Party A: Shenzhen yidian network technology co. LTD Party B:Shi shuo Date of signature:2017.07.10Labor Contract • June 27th, 2019 • WiMi Hologram Cloud Inc. • Services-prepackaged software
In accordance with the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and relevant laws and regulations, Party A and Party B have signed this contract on an equal and voluntary basis and through consultation, and jointly abide by the terms and conditions set out in this contract.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2024 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 4, 2024, between MicroAlgo Inc., a Cayman Islands company (the “Company”), and WiMi Hologram Cloud Inc., a Cayman Islands company and the parent entity of the Company (the “Purchaser”).
AMENDMENT NO. 4 TO MERGER AGREEMENTMerger Agreement • August 11th, 2022 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 4 TO MERGER AGREEMENT (the “Agreement”), dated as of August 10, 2022 (the “Signing Date”), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (“VIYI” or the “Company”), Venus Acquisition Corporation, a Cayman Islands exempted company (“Venus” or the “Purchaser”), Venus Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”) and WiMi Hologram Cloud Inc., a Cayman Islands company and the legal and beneficial owner of a majority of the issued and outstanding voting securities of the Company (“Majority Shareholder”). The Company, Purchaser, Merger Sub and Majority Shareholder are sometimes collectively referred to as the “Parties” and individually as a “Party”.
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Purchase Warrant Agreement • March 23rd, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
AMENDMENT NO. 1 TO MERGER AGREEMENT Dated as of January 24, 2022 by and among VIYI Algorithm Inc., Venus Acquisition Corporation, Venus Merger Sub Corp., and WiMi Hologram Cloud Inc. AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • January 24th, 2022 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO MERGER AGREEMENT (the “Agreement”), dated as of January __, 2022 (the “Signing Date”), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (the “Company”), Venus Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), Venus Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”) and WiMi Hologram Cloud Inc., a Cayman Islands company and the legal and beneficial owner of a majority of the issued and outstanding voting securities of the Company (“Majority Shareholder”). The Company, Purchaser, Merger Sub and Majority Shareholder are sometimes collectively referred to as the “Parties” and individually as a “Party”.
AMENDMENT NO. 2 TO MERGER AGREEMENTMerger Agreement • August 3rd, 2022 • WiMi Hologram Cloud Inc. • Services-prepackaged software • New York
This AMENDMENT NO. 2 TO MERGER AGREEMENT (the “Agreement”), dated as of August 2, 2022 (the “Signing Date”), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (“VIYI” or the “Company”), Venus Acquisition Corporation, a Cayman Islands exempted company (“Venus” or the “Purchaser”), Venus Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”) and WiMi Hologram Cloud Inc., a Cayman Islands company and the legal and beneficial owner of a majority of the issued and outstanding voting securities of the Company (“Majority Shareholder”). The Company, Purchaser, Merger Sub and Majority Shareholder are sometimes collectively referred to as the “Parties” and individually as a “Party”.
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • March 18th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 24, 2020 in Shenzhen, the Peoples’ Republic of China (the “PRC” or “China”, which for the purpose of this Agreement, excludes the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region and Taiwan).
Loan AgreementLoan Agreement • March 18th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software
This Loan Agreement (this “Agreement”) is made and entered into by and between the following parties on December 24, 2020 in Shenzhen, the PRC:
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • June 27th, 2019 • WiMi Hologram Cloud Inc. • Services-prepackaged software
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 6, 2018 in Shanghai, the People’s Republic of China:
Power of AttorneyPower of Attorney • June 27th, 2019 • WiMi Hologram Cloud Inc. • Services-prepackaged software
In this power of attorney Party A and Party B are respectively referred to as “one party”, and together referred to as “both parties”.
Exclusive Share Purchase Option AgreementExclusive Share Purchase Option Agreement • June 27th, 2019 • WiMi Hologram Cloud Inc. • Services-prepackaged software
This Exclusive Share Purchase Option Agreement (the “Agreement”) is made by the following parties in the People’s Republic of China (“China”, for the purposes of this Agreement, the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan are not included) on November 6, 2018 in Beijing.
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • March 18th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 18, 2020 in Beijing, the People’s Republic of China:
Tripartite Agreement on Entrusted PaymentTripartite Agreement on Entrusted Payment • June 27th, 2019 • WiMi Hologram Cloud Inc. • Services-prepackaged software
Party A and Party B have signed the loan contract, Party B agrees that Party A entrusts Party B to make the payment, and Party B agrees to made payment on behalf Party A to Party C according to the terms of this Agreement. Through consultation on an equal footing, Party A, Party B and Party C have reached the following agreement for mutual compliance.
Tripartite Agreement on Entrusted PaymentTripartite Agreement on Entrusted Payment • June 27th, 2019 • WiMi Hologram Cloud Inc. • Services-prepackaged software
Party A and Party C have signed the loan contract, Party C agrees that Party A entrusts Party B to make the payment, and Party B agrees to made payment on behalf Party A to Party C according to the terms of this Agreement. Through consultation on an equal footing, Party A, Party B and Party C have reached the following agreement for mutual compliance.
FE-DA ELECTRONICS COMPANY PRIVATE LIMITED Acquisition Framework Agreement September 27, 2020 Acquisition Framework AgreementAcquisition Framework Agreement • March 18th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software
The Acquisition Framework Agreement (“this agreement”) is signed by the following parties in Nanshan District, Shenzhen on September 27, 2020:
Equity Cooperation AgreementEquity Cooperation Agreement • July 24th, 2020 • WiMi Hologram Cloud Inc. • Services-prepackaged software
Address and Contact Information: No. 54, Wangzui Group, Daying Village, Weizhuang Town, Huaiyuan County, Bengbu City, Anhui Province;
Party A (Lender): Guangzikeda Investment Management (Beijing) Co., Ltd. Party B: (Borrower) Jie ZhaoLoan Agreement • June 27th, 2019 • WiMi Hologram Cloud Inc. • Services-prepackaged software
In accordance with the relevant laws and regulations, on the basis of equality and on the principle of equality and voluntariness, the two parties, after consultation, have reached the following agreement on the borrowing from Party A by Party B:
Exclusive Share Purchase Option AgreementExclusive Share Purchase Option Agreement • March 18th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software
This Exclusive Share Purchase Option Agreement (the “Agreement”) is made by the following parties in the People’s Republic of China (“China”, for the purposes of this Agreement, the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan are not included) on December 18, 2020 in Beijing.
SHAREHOLDERS AGREEMENTShareholders Agreement • July 15th, 2019 • WiMi Hologram Cloud Inc. • Services-prepackaged software • Hong Kong
The Company, the HK Company the WFOE and the Domestic Company are referred to collectively herein as the “Group Companies”, and each a “Group Company”.
Party A (Lender): Beijing Enkemeida Investment Management Co., Ltd. Party B: (Borrower) Jie ZhaoLoan Agreement • June 27th, 2019 • WiMi Hologram Cloud Inc. • Services-prepackaged software
In accordance with the relevant laws and regulations, on the basis of equality and on the principle of equality and voluntariness, the two parties, after consultation, have reached the following agreement on the borrowing from Party A by Party B:
FE-DA ELECTRONICS COMPANY PRIVATE LIMITED Supplementary Agreement of Acquisition Framework Agreement September 28, 2020 Supplementary Agreement of Acquisition Framework AgreementSupplementary Agreement of Acquisition Framework Agreement • March 18th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software
The Supplementary Agreement of Acquisition Framework Agreement (“this agreement”) is signed by the following parties in Nanshan District, Shenzhen on September 28, 2020:
Exclusive Share Purchase Option AgreementExclusive Share Purchase Option Agreement • March 18th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software
This Exclusive Share Purchase Option Agreement (this “Agreement”) is executed by and among the following Parties as of December 24, 2020 in Shenzhen, the Peoples’ Republic of China (the “PRC” or “China”, which for purpose of this Agreement, shall exclude the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region and Taiwan):
Party A (Lender): Jie Zhao Party B: (Borrower) Micro Beauty Lightspeed Investment Management HK LimitedLoan Agreement • June 27th, 2019 • WiMi Hologram Cloud Inc. • Services-prepackaged software
In accordance with the relevant laws and regulations, on the basis of equality and on the principle of equality and voluntariness, the two parties, after consultation, have reached the following agreement on the borrowing from Party A by Party B:
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • March 18th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software
This Equity Interest Pledge Agreement (this “Agreement”) is executed by and among the following parties on December 24, 2020 in Shenzhen, the Peoples’ Republic of China (the “PRC’s Republic of China” or “China”, which, for purpose of this Agreement, shall exclude the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region and Taiwan) by and among:
FE-DA ELECTRONICS COMPANY PRIVATE LIMITED Supplementary Agreement II of Acquisition Framework Agreement March 26, 2021 Supplementary Agreement II of Acquisition Framework AgreementSupplementary Agreement Ii of Acquisition Framework Agreement • April 29th, 2021 • WiMi Hologram Cloud Inc. • Services-prepackaged software
The Supplementary Agreement II of Acquisition Framework Agreement (“this agreement”) is signed by the following parties in Nanshan District, Shenzhen on March 26, 2021.
