Exhibit
4.5


 


FORM
OF WARRANT AGREEMENT


 


 


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”).


 


WHEREAS,
the Company intends to effect an initial public offering (the “Offering”) of units (“Units”) of the Company’s
equity securities, each such unit comprised of (i) one ordinary share of the Company, of par value $0.001 per share (“Ordinary
Shares”); (ii) one redeemable Public Warrant (as defined below) and one right to receive 1/10th of one ordinary
share (“Right”); and


 


WHEREAS,
as part of the Offering, the Company will to issue and deliver up to 4,000,000 warrants (or up to 4,600,000 warrants if the Over-allotment
Option (as defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”); and


 


WHEREAS,
each Public Warrant entitles the holder thereof to purchase one-half of one Ordinary Share for $11.50 per whole share, subject
to adjustment as described herein; and


 


WHEREAS,
on _______ [__], 2021, the Company entered into that certain Private Placement Units Purchase Agreement with Yolanda Management
Corporation, a Cayman Islands company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate
of 215,000 units (or up to 225,000 units if the Over-allotment Option in connection with the Offering is exercised in full) (the
“Private Placement Units”) simultaneously with the closing of the Offering (and the closing of the Over-allotment
Option, if applicable), each Private Placement Unit comprised of one Ordinary Share and one warrant (the “Private Placement
Warrant”), each Private Placement Warrant entitling the holder thereof to purchase one-half of one Ordinary Share for $11.50
per whole share; and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined
below), the Sponsor or an affiliate of the Sponsor or certain of the Company’s executive officers and directors may, but
are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible
into up to an additional 1,500,000 units (the “Working Capital Units”), each Working Capital Unit comprised of one
Ordinary Share, one warrant (the “Working Capital Warrant”), each Working Capital Warrant entitling the holder thereof
to purchase one-half of one Ordinary Share for $11.50 per whole share, at a price of $10.00 per Working Capital Unit and one right
to receive 1/10th of an Ordinary Share; and


 


WHEREAS,
following consummation of the Offering, the Company may issue additional warrants to purchase ordinary shares (“Post IPO
Warrants”; together with the Public Warrants, the Private Placement Warrants, and the Working Capital Warrants, collectively
the “Warrants”) in connection with, or following the consummation by the Company of a Business Combination (defined
below); and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form
S-1, File No. 333-251507 (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration
for offer and sale, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public
Warrants, the Rights and the Ordinary Shares included in the Units; and


 




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WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
set forth in this Agreement.


 


2.
Warrants.


 


2.1
Form of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially
the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer
of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve
in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as
if he or she had not ceased to be such at the date of issuance.


 


2.2
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3
Registration.


 


2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by
one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust
Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of
beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts
with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).


 




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If
the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may
instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants
are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent
shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant,
and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing
such Warrants (“Definitive Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed
hereto as Exhibit A, with appropriate insertions, modifications and omissions, as provided above.


 


2.3.2
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.


 


2.4
Detachability of Warrants. The Ordinary Shares, the Public Warrants and the Rights comprising the Units may begin separate trading
on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal
holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Ladenburg Thalmann
& Co. Inc., as representative of the several underwriters, but in no event shall the Ordinary Shares, the Public Warrants
and the Rights comprising the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the
Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including
the proceeds received by the Company from the exercise by the underwriters of their right to purchase additional Units in the
Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form
8-K, and (B) the Company issues a press release and files with the Commission a current report on Form 8-K announcing when such
separate trading shall begin.


 


2.5
Post IPO Warrants. As described above, in connection with additional capital raising efforts following completion of its Offering
and during the term of this Agreement, the Company may desire to issue to third parties the Post IPO Warrants which Post IPO Warrants
shall be issued in one of more offerings exempt from registration under the Securities Act.


 


2.6
Private Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall
be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as
defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash
or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30)
days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable
by the Company; provided, however, that in the case of clause (ii), the Private Placement Warrants and the Working Capital Warrants
and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the
Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:


 


		(a)	to
the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors,
any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and
indirect equityholders;



 


		(b)	in
the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which
is a member of such individual’s immediate family, an affiliate of such individual, or to a charitable organization;





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		(c)	in
the case of an individual, by virtue of the laws of descent and distribution upon death of such person;



 


		(d)	in
the case of an individual, pursuant to a qualified domestic relations order;



 


		(e)	by
private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices
no greater than the price at which the Warrants were originally purchased;



 


		(f)	in
the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; or



 


		(g)	by
virtue of the laws of the Cayman Islands or the Sponsor’s operating agreement upon dissolution of the Sponsor;



 


provided,
however, that, in the case of clauses (a) through (e) or (g), these transferees (the “Permitted Transferees”) must
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


2.7
Working Capital Warrants. The Working Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8
Post-IPO Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public
Warrants except as may be agreed upon by the Company.


 


2.9
[RESERVED]


 


3.
Terms and Exercise of Warrants.


 


3.1
Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per whole share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share at which Ordinary Shares may be purchased at the time a
Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date
(as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least
twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such
reduction shall be identical among all of the Warrants.


 


3.2
Duration of Warrants. A whole Warrant may be exercised only during the period (the “Exercise Period”) commencing on
the later of the date that is: (i) thirty (30) days after the first date on which the Company completes a merger, share exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses
(a “Business Combination”), or (ii) twelve (12) months from the date of the closing of the Offering, and terminating
at 5:00 p.m., New York City time on the earliest to occur of: (x) the date that is five (5) years after the date on which the
Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s
amended and restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a
Business Combination, or (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants to the
extent then held by the Sponsor or its Permitted Transferees, as applicable, the Redemption Date (as defined below) as provided
in Section 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject
to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration
statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private
Placement Warrant or a Working Capital Warrant to the extent then held by the Sponsor or any officers or directors of the Company,
or any of its Permitted Transferees) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant
(other than a Private Placement Warrant or Working Capital Warrant to the extent then held by the Sponsor or its Permitted Transferees
in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company
in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall
provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided
further that any such extension shall be identical in duration among all the Warrants.


 






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3.3
Exercise of Warrants.


 


3.3.1
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof
by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants
to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing
by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Ordinary
Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with
the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full Ordinary Share as to which the
Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


		(a)	in
lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by
wire transfer;



 


		(b)	in
the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection
3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3,
the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10) trading days
ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant
to Section 6 hereof;



 


		(c)	with
respect to any Private Placement Warrant or the Working Capital Warrants, so long as such Private Placement Warrant or Working
Capital Warrant is held by the Sponsor or a Permitted Transferee, as applicable, by surrendering the Warrants for that number
of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the
Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant
Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall
mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the third trading day
prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or



 




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		(d)	as
provided in Section 7.4 hereof.



 


3.3.2
Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder
of such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary Shares to which he, she or
it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to
which such Warrant shall not have been exercised. Subject to Section 4.6, a registered holder of Warrants may exercise its Warrants
only for a whole number of Ordinary Shares (i.e., only an even number of Warrants may be exercised at any given time by a registered
holder). If fewer than all the Warrants evidenced by a Book Entry Warrant Certificate are exercised, a notation shall be made
to the records maintained by the Depositary, its nominee for each Book Entry Warrant Certificate, or a Participant, as appropriate,
evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be
obligated to issue any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants
is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under
Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of
a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt
from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants,
except pursuant to Section 7.4. In the event that the conditions in the two immediately preceding sentences are not satisfied
with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have
no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full
purchase price for the Unit solely for the Ordinary Shares underlying such Unit. In no event will the Company be required to net
cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless
basis” pursuant to subsection 3.3.1(b) and Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary
Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.


 


3.3.3
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Amended
and Restated Memorandum and Articles of Association of the Company shall be validly issued, fully paid and non-assessable.


 


3.3.4
Date of Issuance. Upon proper exercise of a Warrant, the Company shall instruct the Warrant Agent, in writing, to make the necessary
entries in the register of members of the Company in respect of the Ordinary Shares and to issue a certificate if requested by
the holder of such Warrant. Each person in whose name any book-entry position in the register of members of the Company or certificate,
as applicable, for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such Ordinary
Shares on the date on which the Warrant, or book-entry position in the register of members of the Company representing such Warrant,
was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case
of a certificated Warrant, except that, if the date of such surrender and payment is a date when the register of members or share
transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become
the holder of such Ordinary Shares at the close of business on the next succeeding date on which the register of members, share
transfer books or book-entry system are open.


 




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3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or
it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially
own in excess of 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the Ordinary Shares
issued and outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable
upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary
Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such
person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of
the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.
Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant,
in determining the number of issued and outstanding Ordinary Shares, the holder may rely on the number of issued and outstanding
Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q,
current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares issued
and outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within
two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then issued and outstanding.
In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving effect to the conversion or
exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued
and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time
increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the
Company.


 


4.
Adjustments.


 


4.1
Share Capitalizations.


 


4.1.1
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding
Ordinary Shares is increased by a capitalization of Ordinary Shares, or by a split of Ordinary Shares or other similar event,
then, on the effective date of such share capitalization, split or similar event, the number of Ordinary Shares issuable on exercise
of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering
to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value”
(as defined below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary
Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
are convertible into or exercisable for Ordinary Shares) and (ii) one (1) minus the quotient of (x) the price per Ordinary Share
paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering
is for securities convertible into or exercisable for the Ordinary Shares, in determining the price payable for Ordinary Shares,
there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on
the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 




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4.1.2
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or
other shares of the Company into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b)
Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection
with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company if a proposed
initial Business Combination is presented to the shareholders of the Company for approval to satisfy the redemption rights of
the holders of the Ordinary Shares in connection with a vote to amend the Company’s amended and restated memorandum and
articles of association as provided therein to modify the substance or timing of the Company’s obligation to redeem 100%
of the public shares if the Company does not complete the Business Combination within the period set forth in the Company’s
amended and restated memorandum and articles of association, or (e) in connection with the redemption of public shares upon the
failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall
be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the
fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in
respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any
cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend
or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and
excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary
Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.2
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and
outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or redesignation of Ordinary Shares
or other similar event, then, on the effective date of such consolidation, combination, reverse share split, redesignation or
similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease
in issued and outstanding Ordinary Shares.


 


4.3
Adjustments in Exercise Price.


 


4.3.1
Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1
or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the
exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary
Shares so purchasable immediately thereafter.


 




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4.3.2
If the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the
closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (as
adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like),
with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance
to the Sponsor or its affiliates, without taking into account any founder shares held prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of its initial Business Combination on the date of the consummation of its initial
Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the
20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination
(such price, the “Market Value”) is below $9.20 per share (as adjusted for share splits, share dividends, rights issuances,
subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the Redemption Trigger Price (as defined
below) will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.


 


4.4
Replacement of Securities upon Reorganization, etc. In case of any redesignation or reorganization of the issued and outstanding
Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value
of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion
of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and
that does not result in any redesignation or reorganization of the issued and outstanding Ordinary Shares), or in the case of
any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an
entirety in connection with which the Company is liquidated or dissolved, the holders of the Warrants shall thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary
Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares or other securities or property (including cash) receivable upon such redesignation, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have
received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”
); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor
or purchasing entity shall execute an amendment hereto with the Warrant Agent providing for delivery of such Alternative Issuance;
provided, further, that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind
or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities,
cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to
be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation
or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and
accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection
with redemption rights held by shareholders of the Company as provided for in the Company’s amended and restated memorandum
and articles of association or as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business
Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such
maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which
any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor
rule)) more than 50% of the issued and outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the
Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled
as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject
to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of the
Ordinary Shares in the applicable event is payable in the form of shares in the successor entity that is listed for trading on
a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted
immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following
the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed
with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (but in no event
less than zero) (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined
below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value
of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped
American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6
of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price
of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg
determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed
risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per
Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash,
the amount of such cash per Ordinary Share, and (ii) in all other cases, the amount of cash per Ordinary Share, if any, plus the
volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in
Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2,
4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassification, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value
per share issuable upon exercise of the Warrant.


 




    9


     


    

 


 


4.5
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of
the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register,
of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.


 


4.6
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of
any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.


 


4.7
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change
in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


 




    10


     


    

 


 


4.8
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i)
avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such
adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result
of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in
a manner that is consistent with any adjustment recommended in such opinion.


 


5.
Transfer and Exchange of Warrants.


 


5.1
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case
of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.


 


5.2
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or in any Book Entry Warrant Certificate or Definitive Warrant Certificate, each Book Entry Warrant Certificate
and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary,
to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant
surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants and Working Capital Warrants),
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.


 


5.3
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result
in the issuance of a warrant certificate or book-entry position for a fraction of a warrant.


 


5.4
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


5.6
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the
Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer
of Warrants on and after the Detachment Date.


 




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6.
Redemption.


 


6.1
Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the
Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice
to the Registered Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption
Price”), provided that the last sales price of the Ordinary Shares reported has been at least $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period
ending on the third trading day prior to the date on which notice of the redemption is given and provided that there is an effective
registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating
thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to require
the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1; provided, however, that if and when
the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of Ordinary
Shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws
or the Company is unable to effect such registration or qualification.


 


6.2
Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”)
to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice.


 


6.3
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with subsection 3.3.1(b) of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant
to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants
to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain
the information necessary to calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the
“Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption
Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.


 


6.4
Exclusion of Private Placement Warrants, Option Warrants and the Working Capital Warrants. The Company agrees that the redemption
rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants, or the Option
Warrants prior to the exercise of the Purchase Option, if at the time of the redemption such Private Placement Warrants or the
Working Capital Warrants, or the Option Warrants prior to the exercise of the Purchase Option, continue to be held by the Sponsor
or any Permitted Transferees, or the underwriters of the Offering, as applicable. However, once such Private Placement Warrants
and Working Capital Warrants, or the Option Warrants prior to the exercise of the Purchase Option, are transferred (other than
to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants,
or the Option Warrants prior to the exercise of the Purchase Option, provided that the criteria for redemption are met, including
the opportunity of the holder of such Private Placement Warrants or Working Capital Warrants, or the Option Warrants prior to
the exercise of the Purchase Option, to exercise the Private Placement Warrants and the Working Capital Warrants, or the Option
Warrants prior to the exercise of the Purchase Option, prior to redemption pursuant to Section 6.3. Private Placement Warrants
and Working Capital Warrants, or the Option Warrants prior to the exercise of the Purchase Option, that are transferred to persons
other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants,
or the Option Warrants prior to the exercise of the Purchase Option, and shall become Public Warrants under this Agreement.


 




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7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the general meetings or the election of directors of
the Company or any other matter.


 


7.2
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4
Registration of Ordinary Shares; Cashless Exercise at Company’s Option.


 


7.4.1
Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration
statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company
shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.
If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing
of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during
any other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares
issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants
(in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied
by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market
Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price
of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice
of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date
that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with
an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the
exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the
Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute))
of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for
the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 




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7.4.2
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on
a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise
Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act (or any successor statute) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall
not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the
Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company
does not elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public
Warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the Ordinary Shares
issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant
holder to the extent an exemption is not available.


 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.


 


8.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint
in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within
a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by
the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 




    14


     


    

 


 


8.2.2
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such
appointment.


 


8.2.3
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


8.3
Fees and Expenses of Warrant Agent.


 


8.3.1
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder
and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that
the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.


 


8.4
Liability of Warrant Agent.


 


8.4.1
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent.
The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


8.4.2
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The
Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a
result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any
breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not
be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method,
or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall
it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary
Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid
and fully paid and non-assessable.


 




    15


     


    

 


8.5
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary
Shares through the exercise of the Warrants.


 


8.6
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.
Miscellaneous Provisions.


 


9.1
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns.


 


9.2
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent
by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Venus
Acquisition Corporation


477
Madison Avenue


6th
Floor


New
York, New York 10022


Attention:
Chief Executive Officer


 


with
a copy to:


 


Becker
& Poliakoff, LLP


45
Broadway, 17th Floor


New
York, New York 10006


Attention:
Bill Huo, Esq.


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:


 


Vstock
Transfer, LLC


 


_________________________


 


_________________________


 


Attention:
Compliance Department


 




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9.3
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction. The Company hereby
waives any objection to such jurisdiction and that such courts represent an inconvenient forum.


 


9.4
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person
or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


9.5
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose
of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery
of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of a majority
of the then outstanding Public Warrants. Any amendment solely to the Private Placement Warrants or the Working Capital Warrants
shall require the vote or written consent of a majority of the holders of the then outstanding Private Placement Warrants and
the Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of
the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	VENUS ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	VSTOCK TRANSFER, LLC as Warrant Agent
	 	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Warrant Agreement]


 




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EXHIBIT
A


[Form
of Public Warrant Certificate]


[FACE]


 


 


 


	Number	Warrants


 


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN THE WARRANT AGREEMENT DESCRIBED
BELOW


 


VENUS
ACQUISITION CORPORATION


 


Incorporated
Under the Laws of the Cayman Islands


 


CUSIP
G9420F 110


 


Warrant
Certificate


 


This
Warrant Certificate certifies that           , or registered assigns, is the
registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase ordinary
shares of par value $0.0001 (“Ordinary Shares”), of Venus Acquisition Corporation, a Cayman Islands exempted company
(the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement
referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below,
at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money
(or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender
of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below,
subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not
defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each
whole Warrant is initially exercisable for one-half of one fully paid and non-assessable Ordinary Share. A registered holder of
Warrants may exercise its Warrants only for a whole number of Ordinary Shares (i.e., only an even number of Warrants may be exercised
at any given time by a registered holder). No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise,
round down to the nearest whole number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable
upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The
initial Exercise Price per Ordinary Share for any Warrant is equal to $11.50 per whole share. The Exercise Price is subject to
adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 




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Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the
extent not exercised by the end of such Exercise Period, such Warrants shall become void.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without
regard to conflicts of laws principles thereof.


 


	 	VENUS ACQUISITION CORPORATION
	 	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	VSTOCK TRANSFER, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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	Number_______	CUSIP
    No. G9420F  110


 


[Form
of Warrant Certificate]


VENUS
ACQUISITION CORPORATION


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of ______ [__], 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to Vstock Transfer, LLC a New York limited liability company, as
warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning
the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall
have the meanings given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set
forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement
(or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office
of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall
be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee,
a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise
(i) a registration statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and
(ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided
for in the Warrant Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of
the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the
holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round
down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in
person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except
for any tax or other governmental charge imposed in connection therewith.


 




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The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of
any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a
shareholder of the Company.


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares
and herewith tenders payment for such Ordinary Shares to the order of Venus Acquisition Corporation (the “Company”)
in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be
registered in the name of           , whose address is          
and that such Ordinary Shares be delivered to           whose address is          
.. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that
a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of          
, whose address is           and that such Warrant Certificate be delivered
to           , whose address is          
..


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the
Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this
Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In
the event that the Warrant is a Private Placement Warrant or Working Capital Warrant that is to be exercised on a “cashless”
basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement,
the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant
Agreement.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the
number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of
the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned
hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions
of the Warrant Agreement, to receive Ordinary Shares. If said Ordinary Shares is less than all of the Ordinary Shares purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Ordinary Shares be registered in the name of          
, whose address is           and that such Warrant Certificate be delivered
to           , whose address is          
..





 


[Signature
Page Follows]


 




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Date:
                 , 20 __


 


	 	 
	 	(Signature) 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax
    Identification Number)


 


	Signature
    Guaranteed:	 
	 	 
	 	 


  


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR
RULE)).


 


 


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