UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2021 • Venus Acquisition Corp • Blank checks • New York
The undersigned, Venus Acquisition Corporation, a Cayman Islands company (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you”, “Ladenburg”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
Venus Acquisition Corporation c/o Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, August 21, 2019Venus Acquisition Corp • December 18th, 2020 • Blank checks • New York
Venus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of Yolanda Management Corporation, a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for and purchase 1,150,000 ordinary shares (the “Shares”), $0.001 par value per share (the “Ordinary Shares”), up to 150,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms of this subscription agreement (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2021 • Venus Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 8th day of February 2021, by and among Venus Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
VENUS ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 20th, 2021 • Venus Acquisition Corp • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-251507), the Company and Indemnitee do hereby covenant and agree as follows:
Venus Acquisition Corporation New York, New York, 10022Letter Agreement • February 11th, 2021 • Venus Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Venus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 4,600,000 of the Company’s units (including up to 600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), one warrant to purchase one-half of an Ordinary Share (“Warrant”) and a right (“Right”) to receive 1/10th of an Ordinary Share. Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per share, subject t
VENUS ACQUISITION corporation INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 11th, 2021 • Venus Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2021, by and between Venus Acquisition Corporation, a Cayman Island corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • January 20th, 2021 • Venus Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2021, by and among Venus Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
VENUS ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • January 20th, 2021 • Venus Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2021, by and between Venus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 477 Madison Avenue, 6th Floor, New York, New York 10022 and Yolanda Management Corporation, a British Virgin Islands company (the “Purchaser”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • January 27th, 2021 • Venus Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______ [__], 2021, is by and between Venus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or alsp referred to herein as the “Transfer Agent”).
FORM OF RIGHTS AGREEMENTForm of Rights Agreement • January 20th, 2021 • Venus Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of____ , 2021 between Venus Acquisition Corporation, a Cayman Islands company with offices at 477 Madison Avenue, 6th Floor, New York, New York 10022 (the “Company”) and Vstock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
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 14th, 2021 • Venus Acquisition Corp • Blank checks • 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”).
BACKSTOP AGREEMENTBackstop Agreement • January 24th, 2022 • Venus Acquisition Corp • Services-computer programming services • 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 Hologram Cloud Inc., a company incorporated in the Cayman Islands (“Buyer”).
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • February 28th, 2024 • MicroAlgo Inc. • Services-computer programming services • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of February [ ], 2024 is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 11th, 2024 • MicroAlgo Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between MicroAlgo Inc., a Cayman Islands company (the “Company”), and [ ] (the “Purchaser”).
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 • Venus Acquisition Corp • Services-computer programming services • New York
This AMENDMENT NO. 1 TO MERGER AGREEMENT (the “Agreement”), dated as of January 24, 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”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2021 • Venus Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 10, 2021, is made and entered into by and among Venus Acquisition Corporation), a Cayman Islands exempted company (the “Company”), and each of the undersigned parties listed on the signature pages hereto under “Holders” (each, an “Holder” and collectively, the “Holders”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • June 29th, 2021 • Venus Acquisition Corp • Blank checks
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).
AMENDMENT NO. 4 TO MERGER AGREEMENTMerger Agreement • August 10th, 2022 • Venus Acquisition Corp • Services-computer programming services • 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”.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 28th, 2024 • MicroAlgo Inc. • Services-computer programming services • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of February 27, 2024, by and between MicroAlgo Inc., a Cayman Islands Company (the “Company”), and WiMi Hologram Cloud Inc., the parent of the Company (the “Purchaser” or “WiMi”).
BACKSTOP TERMINATION AGREEMENTBackstop Termination Agreement • January 24th, 2022 • Venus Acquisition Corp • Services-computer programming services • New York
THIS TERMINATION AGREEMENT (this “Agreement”) is made as of January 24, 2022, by and between Venus Acquisition Corporation (the “Company”) and Ever Abundant Investments Limited (the “Subscriber”). The Company and the Subscriber are hereinafter collectively referred to as the “Parties” for the purpose of this Agreement.
COMPANY TRANSACTION SUPPORT AGREEMENTCompany Transaction Support Agreement • June 14th, 2021 • Venus Acquisition Corp • Blank checks • New York
This COMPANY TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of the 10th day of June, 2021 by and among Venus Acquisition Corporation, a Cayman Islands exempted company (“Venus”), the Persons and entities set forth on Schedule I hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and VIYI Algorithm Inc., a Cayman Islands exempted company (the “Company” or “Viyi”), Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 2 TO MERGER AGREEMENTMerger Agreement • August 2nd, 2022 • Venus Acquisition Corp • Services-computer programming services • 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”.
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • October 9th, 2024 • MicroAlgo Inc. • Services-computer programming services • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], 2024 is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTForm of Private Placement Units Purchase Agreement • January 13th, 2023 • MicroAlgo Inc. • Services-computer programming services • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, effective as of January 13, 2023 (this “Agreement”), is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and Joyous JD Limited, a Company of the British Virgin Islands (the “Purchaser”).
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • June 6th, 2024 • MicroAlgo Inc. • Services-computer programming services • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], 2024 is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
Loan ContractLoan Contract • June 29th, 2021 • Venus Acquisition Corp • Blank checks
This Loan Contract (this “Contract”“) is made and entered into by and between the following parties on December 24, 2020 in Shenzhen, the PRC:
VENUS ACQUISITION CORPORATION RIGHTS AGREEMENTVenus Acquisition Corporation Rights Agreement • February 11th, 2021 • Venus Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 8, 2021 between Venus Acquisition Corporation, a Cayman Islands company with offices at 477 Madison Avenue, 6th Floor, New York, New York 10022 (the “Company”) and Vstock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
VENUS ACQUISITION CORPORATION WARRANT AGREEMENTVenus Acquisition Corporation Warrant Agreement • February 11th, 2021 • Venus Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is by and between Venus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • October 15th, 2024 • MicroAlgo Inc. • Services-computer programming services • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of October 11, 2024, is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and WiMi Hologram Cloud Inc., a Cayman Islands company and the parent entity of the Company (the “Purchaser”).
BACKSTOP AGREEMENTBackstop Agreement • November 23rd, 2022 • Venus Acquisition Corp • Services-computer programming services • New York
This BACKSTOP AGREEMENT (this “Agreement”) is made as of this 23rd day of November, 2022 by and between (i) Venus Acquisition Corporation (“SPAC” or “Issuer”), a Cayman Islands exempted company, (ii) Yolanda Management Corporation (“Sponsor”), and the undersigned subscribers (“Buyers”).
Venus Acquisition CorporationLetter Agreement • January 27th, 2021 • Venus Acquisition Corp • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Venus Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Yolanda Management Corporation (“Yolanda”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 477 Madison Avenue 6th Floor New York, NY 10022 (or any successor location). In exchange therefor, the Company shall pay Yolanda the sum of $10,000 per month on the E
Exclusive Option AgreementExclusive Option Agreement • June 29th, 2021 • Venus Acquisition Corp • Blank checks
This Exclusive 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):
Equity Pledge AgreementEquity Pledge Agreement • June 29th, 2021 • Venus Acquisition Corp • Blank checks
This Equity 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:
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • January 13th, 2023 • MicroAlgo Inc. • Services-computer programming services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [DATE] between MicroAlgo Inc., a Cayman Islands exempted corporation (the “Company”), and Joyous JD Limited, a British Virgin Islands company (the “Investor”).
