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:
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 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”).
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”).
