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 • June 14th, 2021 • Venus Acquisition Corp • Blank checks • New York
This BACKSTOP AGREEMENT (this “Agreement”) is made as of this 10th day of June, 2021 by and between (i) Venus Acquisition Corporation (“SPAC” or “Issuer”), a Cayman Islands exempted company, and (ii) EVER ABUNDANT INVESTMENTS LIMITED, a company incorporated in the British Virgin Islands (“Buyer”).
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”).
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).
