Exhibit 10.7


 


VENUS ACQUISITION CORPORATION


FORM OF INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
is made on [ ], 2021.


 


Between:


 


	 	(1)	VENUS ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands (the “Company”); and


 


	 	(2)	_____________________ (“Indemnitee”).


 


Whereas:


 


		(A)	Highly competent persons
have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against
them arising out of their service to and activities on behalf of such corporations;


 


		(B)	The board of directors of
the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company
will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities.  Although the furnishing of such insurance has been a customary and widespread
practice among publicly traded corporations and other business enterprises, the Company believes that, given current market conditions
and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.  At the
same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected
to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought
only against the Company or business enterprise itself.  The amended and restated articles of association of the Company
(the “Articles”) provide for the indemnification of the officers and directors of the Company.  The Articles
expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts
may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification,
hold harmless, exoneration, advancement and reimbursement rights;


 


		(C)	The uncertainties relating
to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


		(D)	The Board has determined
that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection
in the future;


 


		(E)	It is reasonable, prudent
and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the
Company free from undue concern that they will not be so protected against liabilities;


 


		(F)	This Agreement is a supplement
to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder;


 


		(G)	Indemnitee may not be willing
to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee
to serve in such capacity.  Indemnitee is willing to serve, continue to serve and to take on additional service for or on
behalf of the Company on the condition that he be so indemnified; and


 




     


     


    

 


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:


 


TERMS AND CONDITIONS


 


		1	SERVICES TO THE COMPANY


 


Indemnitee will serve or continue to serve as an officer,
director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected,
appointed or retained or until Indemnitee tenders his resignation or until Indemnitee is removed. The foregoing notwithstanding,
this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key
employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any
obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required
by law or by other agreements or commitments of the parties, if any.


 


		2	DEFINITIONS


 


As used in this Agreement:


 


		2.1	References to “agent”
shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person
authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee,
advisor, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other
enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.


  


		2.2	The terms “Beneficial
Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated
under the Exchange Act (as defined below) as in effect on the date hereof.


 


		2.3	A “Change in Control”
shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:


 


	 	(a)	Acquisition of Shares by Third Party.  Other than an affiliate of Cynthia Management Corporation, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (c) of this definition;


 


	 	(b)	Change in Board of Directors.  Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;


 


	 	(c)	Corporate Transactions.  The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of Cynthia Management Corporation, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;


 






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	 	(d)	Liquidation.  The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or


 


	 	(e)	Other Events.  There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.


 


		2.4	“Corporate Status”
describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary,
employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request
of the Company.


 


		2.5	“Cayman Court”
shall mean the Courts of the Cayman Islands.


 


		2.6	“Disinterested Director”
shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification
is sought by Indemnitee.


 


	 	2.7	“Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent.


 


		2.8	“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


		2.9	“Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation,
all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in,
settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for
time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party.  Expenses also
shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without
limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal
bond or its equivalent.  Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.


 


	 	2.10	“Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including, without limitation, the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.


 


	 	2.11	“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 






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		2.12	References to “fines”
shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving
at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the
Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to
an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee
shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to
in this Agreement.


 


		2.13	The term “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof;
provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined
below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company
or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions
as their ownership of share of the Company; and (iv) any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly
by the shareholders of the Company in substantially the same proportions as their ownership of share of the Company.


 


		2.14	The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the
right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative,
or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of
the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by
him or of any action (or failure to act) on his part while acting as a director or officer of the Company, or by reason of the
fact that he is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing
member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time
any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under
this Agreement.


 


		2.15	The term “Subsidiary,”
with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other
entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly,
by that Person.


 


		3	INDEMNITY IN THIRD-PARTY
PROCEEDINGS


 


To the fullest extent permitted by applicable law,
the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if
Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding,
other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate
Status.  Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful.


 






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		4	INDEMNITY IN PROCEEDINGS
BY OR IN THE RIGHT OF THE COMPANY


 


To the fullest extent permitted by applicable law,
the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if
Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding
by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status.  Pursuant
to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably
incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  No indemnification,
hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to
which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any
court in which the Proceeding was brought or the Cayman Court shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification,
to be held harmless or to exoneration.


 


		5	INDEMNIFICATION FOR EXPENSES
OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL


 


Notwithstanding any other provisions of this Agreement
except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party
to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or
matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith.  If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection
with each successfully resolved claim, issue or matter.  If Indemnitee is not wholly successful in such Proceeding, the Company
also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses
reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was
successful.  For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in
such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.


 


		6	INDEMNIFICATION FOR EXPENSES
OF A WITNESS


 


Notwithstanding any other provision of this Agreement
except for Section 27, to the extent that Indemnitee is, by reason of his Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee is not a party or threatened to be made a party, he shall, to the fullest extent permitted by applicable law,
be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or on his behalf in connection
therewith.


 


		7	ADDITIONAL INDEMNIFICATION,
HOLD HARMLESS AND EXONERATION RIGHTS


 


		7.1	Notwithstanding any limitation
in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including
a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties
and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee
in connection with the Proceeding.  No indemnification, hold harmless or exoneration rights shall be available under this
Section 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to
the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing
violation of the law.


 


		7.2	Notwithstanding any limitation
in Sections 3, 4, 5 or 7.1, except for Section 27, the Company shall, to the fullest extent permitted by applicable law,
indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments,
fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection
with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred
by Indemnitee in connection with the Proceeding.


 






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		8	CONTRIBUTION IN THE EVENT
OF JOINT LIABILITY


 


	 	8.1	To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


  


	 	8.2	The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


	 	8.3	The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 


		9	EXCLUSIONS


 


Notwithstanding any provision in this Agreement, the
Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration
payment in connection with any claim made against Indemnitee:


 


	 	(a)	for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;


 


	 	(b)	for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


	 	(c)	except as otherwise provided in Sections 14.5 and 14.6  hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.


 


		10	ADVANCES OF EXPENSES;
DEFENSE OF CLAIM


 


	 	10.1	Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding.  Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement.  Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.  To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles, applicable law or otherwise.  This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.


 






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		10.2	The Company will be entitled
to participate in the Proceeding at its own expense.


 


		10.3	The Company shall not settle
any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on
Indemnitee without Indemnitee’s prior written consent.


 


		11	PROCEDURE FOR NOTIFICATION
AND APPLICATION FOR INDEMNIFICATION


 


		11.1	Indemnitee agrees to notify
promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or
other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights,
or advancement of Expenses covered hereunder.  The failure of Indemnitee to so notify the Company shall not relieve the Company
of any obligation which it may have to Indemnitee under this Agreement, or otherwise.


 


		11.2	Indemnitee may deliver to
the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. 
Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or
her sole discretion.  Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement
to indemnification shall be determined according to Section 12.1 of this Agreement.


  


		12	PROCEDURE UPON APPLICATION
FOR INDEMNIFICATION


 


		12.1	A determination, if required
by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one
of the following methods: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum
of the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (ii) if a Change in Control
has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. 
The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled
to indemnification, including a description of any reason or basis for which indemnification has been denied.  If it is so
determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after
such determination.  Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with
respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination.  Any costs or Expenses (including reasonable attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and
the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


		12.2	In the event the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel
shall be selected as provided in this Section 12.2.  The Independent Counsel shall be selected by Indemnitee (unless
Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement.  If the Independent Counsel is selected
by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected
and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined
in Section 2 of this Agreement.  In either event, Indemnitee or the Company, as the case may be, may, within ten
(10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the
case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground
that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2
of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper
and timely objection, the person so selected shall act as Independent Counsel.  If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn
or a court of competent jurisdiction has determined that such objection is without merit.  If, within twenty (20) days after
submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no Independent Counsel
shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of
any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof.  Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel
shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional
conduct then prevailing).


 






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		12.3	The Company agrees to pay
the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against
any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


		13	PRESUMPTIONS AND EFFECT
OF CERTAIN PROCEEDINGS


 


		13.1	In making a determination
with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume
that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption
in connection with the making by any person, persons or entity of any determination contrary to that presumption.  Neither
the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has
not met the applicable standard of conduct.


 


		13.2	If the person, persons or
entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination
that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period
may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making
the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto.


  


		13.3	The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee
to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that his conduct was unlawful.


 


		13.4	For purposes of any determination
of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records
or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors,
managers, managing members, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for
the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager, or managing member or
on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member by an independent certified public accountant or by an appraiser or other expert selected
by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. 
The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in
which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.


 






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		13.5	The knowledge and/or actions,
or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of
the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


		14	REMEDIES OF INDEMNITEE


 


		14.1	In the event that (i) a
determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant
to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification,
(iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this
Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment
is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to
Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee
is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under
this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee
shall be entitled to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration, contribution or
advancement rights.  Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a
single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  Except as set
forth herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration. 
The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


		14.2	In the event that a determination
shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.  In any judicial
proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified,
held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving
Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be,
and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement
adverse to Indemnitee for any purpose.  If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee
shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made
with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


		14.3	If a determination shall
have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall
be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 


		14.4	The Company shall be precluded
from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that
the Company is bound by all the provisions of this Agreement.


 


		14.5	The Company shall indemnify
and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall
(within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent
permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration
brought by Indemnitee (i) to enforce his rights under, or to recover damages for breach of, this Agreement or any other indemnification,
hold harmless, exoneration, advancement or contribution agreement or provision of the Articles now or hereafter in effect; or
(ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless
of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration
right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was
not brought by Indemnitee in good faith).


 






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		14.6	Interest shall be paid by
the Company to Indemnitee at a rate to be agreed between the Company and the Indemnitee for amounts which the Company indemnifies,
holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on
which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any
Expenses and ending with the date on which such payment is made to Indemnitee by the Company.


 


		15	SECURITY


 


Notwithstanding anything herein to the contrary except
for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time
to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit,
funded trust or other collateral.  Any such security, once provided to Indemnitee, may not be revoked or released without
the prior written consent of Indemnitee.


 


		16	NON-EXCLUSIVITY; SURVIVAL
OF RIGHTS; INSURANCE; SUBROGATION


 


		16.1	The rights of Indemnitee
as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled
under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise.  No
amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising
out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration
or repeal.  To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification,
hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Articles or this Agreement,
then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require
that the Company indemnify Indemnitee to the fullest extent permitted by law.  No right or remedy herein conferred is intended
to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or
remedy.


 


		16.2	The Articles permit the Company
to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing
a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against
any liability asserted against him or incurred by or on behalf of him or in such capacity as a director, officer, employee or
agent of the Company, or arising out of his status as such, whether or not the Company would have the power to indemnify him against
such liability under the provisions of this Agreement, as it may then be in effect.  The purchase, establishment, and maintenance
of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee
under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and
Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto
under any such Indemnification Arrangement.


 


		16.3	To the extent that the Company
maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers,
managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the
request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage available for any such director, officer, trustee, partner, manager, managing member, fiduciary,
employee or agent under such policy or policies.  If, at the time the Company receives notice from any source of a Proceeding
as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the
terms of such policies.


 






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		16.4	In the event of any payment
under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents
as are necessary to enable the Company to bring suit to enforce such rights.


 


		16.5	The Company’s obligation
to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the
Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise
shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement
of expenses from such Enterprise.  Notwithstanding any other provision of this Agreement to the contrary except for Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless,
exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior
to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall
perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification,
advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the
Company.


  


		16.6	The Company hereby acknowledges
that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons
with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that (i) the Company shall be
the indemnitor of first resort with respect to any Proceeding, Expense, liability or matter that is the subject of the Indemnity
Obligations, (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification afforded to
Indemnitee in respect of any Proceeding, Expense, liability or matter that is the subject of Indemnity Obligations, whether created
by law, organizational or constituent documents, contract (including, without limitation, this Agreement) or otherwise, (iii) any
obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee and/or advance Expenses
to Indemnitee in respect of any proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company
shall be required to indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without
regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of
any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee
may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by
the Company hereunder. In the event that any other Person with whom or which Indemnitee may be associated or their insurers advances
or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any
insurance policy provided under this Agreement, the payor shall have a right of subrogation against the Company or its insurer
or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement.
In no event will payment of an Indemnity Obligation of the Company under this Agreement by any other Person with whom or which
Indemnitee may be associated or their insurers, affect the obligations of the Company hereunder or shift primary liability for
any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification and/or insurance
or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated, with respect to any liability
arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person, is specifically
in excess of any Indemnity Obligation of the Company or valid and any collectible insurance (including, without limitation, any
malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement, and any obligation
to provide indemnification and/or insurance or advance Expenses provided by any other Person with whom or which Indemnitee may
be associated shall be reduced by any amount that Indemnitee collects from the Company as an indemnification payment or advancement
of Expenses pursuant to this Agreement.


  


		17	DURATION OF AGREEMENT


 


All agreements and obligations of the Company contained
herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee,
partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as
Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by
Indemnitee pursuant to Section 14 of this Agreement) by reason of his Corporate Status, whether or not he is acting in any
such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this
Agreement.


 






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		18	SEVERABILITY


 


If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of
the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of
this  Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted
by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and
to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


 


		19	ENFORCEMENT AND BINDING
EFFECT


 


		19.1	The Company expressly confirms
and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this
Agreement in serving as a director, officer or key employee of the Company.


 


		19.2	Without limiting any of the
rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral,
written and implied, between the parties hereto with respect to the subject matter hereof.


  


		19.3	The indemnification, hold
harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon
and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer,
trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s
request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives.


 


		19.4	The Company shall require
and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all
or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place.


 


		19.5	The Company and Indemnitee
agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult
of proof, and further agree that such breach may cause Indemnitee irreparable harm.  Accordingly, the parties hereto agree
that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof,
without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee
shall not be precluded from seeking or obtaining any other relief to which he may be entitled.  The Company and Indemnitee
further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining
orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection
therewith.  The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee
by a Court of competent jurisdiction and the Company hereby waives any such requirement of such a bond or undertaking.


 




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		20	MODIFICATION AND WAIVER


 


No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by the Company and Indemnitee.  No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing
waiver.


 


		21	NOTICES


 


All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted
for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered
mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


  


	 	(a)	If to Indemnitee, at the address indicated on the signature page of this Agreement or such other address as Indemnitee shall provide in writing to the Company.


 


	 	(b)	If to the Company, to:


 


Venus Acquisition Corporation 

477 Madison Avenue, 6th Floor


New York, NY 10022


Attn: Chairman


 


With a copy, which shall not constitute notice, to:


 


Becker & Poliakoff, LLP


45 Broadway, 17th Floor


New York, New York 10006


Attn: Bill Huo, Esq.


 


or to any other address as may have been furnished
to Indemnitee in writing by the Company.


 


		22	APPLICABLE LAW AND CONSENT
TO JURISDICTION


 


This Agreement and the legal relations among the parties
shall be governed by, and construed and enforced in accordance with, the laws of the Cayman Islands, without regard to its conflict
of laws rules.  Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement,
the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of
or in connection with this Agreement shall be brought only in the Cayman Court and not in any other state or federal court in the
United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Cayman
Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection
to the laying of venue of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead or to make,
any claim that any such action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum,
or is subject (in whole or in part) to a jury trial.


 


		23	IDENTICAL COUNTERPARTS


 


This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. 
Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence
of this Agreement.


 




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		24	MISCELLANEOUS


 


Use of the masculine pronoun shall be deemed to include
usage of the feminine pronoun where appropriate.  The headings of the paragraphs of this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


 


		25	PERIOD OF LIMITATIONS


 


No legal action shall be brought and no cause of action
shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal
or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause
of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within
such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of
action such shorter period shall govern.


 


		26	ADDITIONAL ACTS


 


If for the validation of any of the provisions in
this Agreement any act, resolution, approval or other procedure is required, the Company undertakes to cause such act, resolution,
approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfil its obligations under
this Agreement.


 


		27	WAIVER OF CLAIMS TO TRUST
ACCOUNT


 


Indemnitee hereby agrees that it does not have any
right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established
in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such
offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the
Company and will not seek recourse against such trust account for any reason whatsoever.


 


		28.	MAINTENANCE OF INSURANCE


 


The Company shall use commercially reasonable efforts
to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under
this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company
with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification
obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms
to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance
policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits
as are accorded to the most favorably insured of the Company’s directors and officers.


 


[SIGNATURE PAGE FOLLOWS]


  




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IN WITNESS WHEREOF, the parties hereto
have caused this Indemnity Agreement to be signed on the day and year first above written.


 


[Signature Page to Indemnity Agreement]


 


	 	Venus Acquisition Corporation
	 	 	 
	 	By:	          
	 	Name:
	 	Title:


 


Accepted and Agreed:


 


	Name of Officer/Director:   		 
	 	 	 
	Signature:		 
	 	 	 
	Date:	____________________, 2021


 


 


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