Exhibit 10.3


 


Execution Version


 


COMPANY TRANSACTION
SUPPORT AGREEMENT


 


This COMPANY TRANSACTION
SUPPORT AGREEMENT (this “Agreement”) is entered into as of the 10th day of June, 2021 by and among Venus Acquisition
Corporation, a Cayman Islands exempted company (“Venus”), the Persons and entities set forth on Schedule I hereto
(each, a “Stockholder” and, collectively, the “Stockholders”), and VIYI Algorithm Inc., a Cayman
Islands exempted company (the “Company” or “Viyi”), Capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Merger Agreement (as defined below).


 


WHEREAS, Venus is a blank check
company under the United States’ federal securities laws and was formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses, and has formed Venus Merger Sub
Corp., a Cayman Islands exempted company as a wholly-owned subsidiary to merger with Viyi (the “Merger Sub”);


 


WHEREAS, upon the terms and subject
to the conditions of that certain Merger Agreement of even date hereof (“Merger Agreement”) by and among Venus, Viyi,
Merger Sub and WiMi Hologram Cloud Inc., a Cayman Islands company and the legal and beneficial owner of a majority of the issued and outstanding
voting securities of the Company (“Majority Shareholder”). and in accordance with the Cayman Islands Companies Act
(as revised) (the “Cayman Companies Act”), the parties to the Merger Agreement desire and intend to effect a business
combination transaction whereby the Merger Sub will merge with and into the Company, with the Company being the surviving entity (the
Company is hereinafter referred to for the periods from and after the Merger Effective Time as the “Surviving Corporation”)
and becoming a wholly owned subsidiary of Venus (the “Merger”) on the terms and subject to the conditions set forth
in the Merger Agreement;


 


WHEREAS, as an inducement to
Venus and Merger Sub entering into the Merger Agreement and as a condition to the Merger Agreement that the undersigned Stockholders enter
into this Agreement to support the completion of the Merger and the other transactions contemplated in the Merger Agreement through the
voting of any and all voting securities of Venus which may be owned or held or controlled by the undersigned Stockholder in favour of
the Merger and refrain from redeeming any such securities of Venus;


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:


 


1.       Approval
of Merger Agreement. Each Stockholder hereby acknowledges that it has read the Merger Agreement and this Agreement and has had the
opportunity to consult with its tax and legal and other advisors with respect to the subject matter therein and herein and has voted all
voting securities of Viyi (“Subject Shares”) held of record and beneficially owned (within
the meaning of Rule 13d-3 of the Securities and Exchange Act) by it in favor of the Merger and the execution and
delivery of the Merger Agreement.


 


2.       Transfer
of Subject Shares. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time,
and (b) such date and time as the Merger Agreement shall be terminated in accordance with Article XI of the Merger Agreement (the
 “Expiration Time”), each Stockholder, severally and not jointly, agrees that it shall not (i) sell, assign, offer,
exchange, transfer (including by operation of law), pledge, dispose of, permit to exist any material lien with respect to, or otherwise
encumber any of the Subject Shares or otherwise agree or commit to do any of the foregoing, except for a sale, assignment or transfer
pursuant to the Merger Agreement or to another stockholder of the Company that is a party to this Agreement and bound by the terms and
obligations hereof, (ii) deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant
any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) enter into any contract, option
or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation
of law) or other disposition of any Subject Shares, or (iv) grant any proxy or otherwise transfer or assign any voting rights with respect
to the Subject Shares unless such transferees or assigns consenting to be bound by the terms of this Agreement.


 






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Execution Version


 


3.       Agreement to Vote Venus Ordinary Shares. During the period commencing on the date hereof until the Expiration Time, each Stockholder,
with respect to any and all Purchaser Ordinary Shares which may be beneficially owned by it or to which it has the right to vote, as of
the date hereof and at any time after the date hereof, severally and not jointly, unconditionally and irrevocably agrees that, at any
meeting of the stockholders of Venus (or any adjournment or postponement thereof), and in any action by written consent of the stockholders
of Venus requested by Venus’ Board of Directors (which written consent shall be delivered promptly, and in any event within one
Business Day, Venus requests such delivery), such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy,
or otherwise cause its, his or her Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Stockholder
shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its, his or her Subject Shares:


 


(a)       to approve and adopt
the Merger Agreement and the Transactions;


 


(b)       to
approve an increase in the authorized Ordinary Shares capitalization of Venus to up to 200,000,000 Ordinary Shares;


 


(c)       
to approve a change in the name of Venus to “MicroAlgo Inc.”;


 


(d)       against
any competing transaction or any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of this
Agreement, the Merger Agreement or the Merger.


 


4.       No Redemption or Purchaser Ordinary Shares. During the period commencing on the date hereof until the Expiration Time, each
Stockholder, with respect to any and all Purchaser Ordinary Shares, severally and not jointly, unconditionally and irrevocably agrees
that it, he or she shall not elect or take any action to redeem any Purchaser Ordinary Shares.


 


5.       No
Challenges to Merger. Each Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Venus, Merger Sub,
or Viyi or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any
provision of this Agreement, (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation
or entry into the Merger Agreement or (c) otherwise relating to the negotiation, execution or delivery of this Agreement, the Merger
Agreement or the consummation of the transactions contemplated hereby and thereby.


 


6.       Consent
to Disclosure. To the extent required by law or regulation, each Stockholder hereby consents to the publication and disclosure in
the Registration Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities
authorities, any other documents or communications provided by Venus, Merger Sub or Viyi to any Governmental Entity or to securityholders
of Venus) of such Stockholder’s identity and beneficial ownership of its Subject Shares and the nature of such Stockholder’s
commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by Venus, a copy of this
Agreement. Each Stockholder will promptly provide any information reasonably requested by the Venus or Viyi in connection with the first
sentence of this Section 6 or as required by the SEC or any regulatory authority for any regulatory application or filing made or approval
sought in connection with the Transactions (including filings with the SEC).


 


7.       Miscellaneous. 


 


(i)       Governing
Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to
this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising
out of or related to any representation or warranty made in or in connection with this Agreement) will be governed by and construed in
accordance with the internal Laws of the State of New York applicable to agreements executed and performed entirely within such State,
in each case without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any
other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York.


 






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Execution Version


 


(ii)       Termination.
This Agreement and all of its provisions shall automatically terminate upon the earliest of (a) the Expiration Time and (b) as to each
Stockholder, the written agreement of Venus, Viyi and such Stockholder. Upon such termination of this Agreement, all obligations of the
parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in
respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person shall
have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided, however,
that the termination of this Agreement shall not relieve any party hereto from liability arising in respect of any breach of this Agreement
prior to such termination. This Section 6 (ii) shall survive the termination of this Agreement.


 


(iii)       Assignment.
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns; provided that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated
by any party (including by operation of Law) without the prior written consent of the other parties. Any assignment in violation of this
Section 6(iii) and Section 2 above shall be void.


 


(iv)       Specific Performance. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not
be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that (i) the parties hereto shall be entitled to seek an injunction
or injunctions or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of
this Agreement, including the Stockholder’s obligations to vote its Subject Shares as provided in this Agreement, without proof
of damages, in the chancery court or any other state or federal court within the State of New York, this being in addition to any other
remedy to which such party is entitled under this Agreement or otherwise at law or in equity, and (ii) the right of specific performance
is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered
into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the
basis that the other parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for
any reason at Law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 6(iv) shall not be required to
provide any bond or other security in connection with any such injunction or to prove the inadequacy of money damages as a remedy.


 


(v)       Amendment; Waiver.
This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery
of a written agreement executed by Venus, Viyi and the Stockholders.


 


(vi)       Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall
be held to be prohibited by or invalid, illegal or unenforceable under applicable Law in any respect by a court of competent jurisdiction,
such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating
the remainder of such provision or the remaining provisions of this Agreement.


 


(vii)       Notices.
All notices, demands and other communications to be given or delivered under this Agreement shall be in writing and shall be deemed
to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or received by email prior to
6:00 p.m. eastern time on a Business Day and, if otherwise, on the next Business Day, (b) one (1) Business Day following
sending by reputable overnight express courier (charges prepaid) or (c) three (3) days following mailing by certified or
registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing pursuant to the
provisions of this paragraph, notices, demands and other communications to the parties shall be sent to the addresses
indicated on Schedule I.


 






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Execution Version


 


(viii)       Further Assurances. Each Stockholder shall execute and deliver, or cause to be delivered, such additional documents, and take,
or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable
Laws), or reasonably requested by Venus or Viyi, to effect the actions and consummate the Merger and the other transactions contemplated
by this Agreement and the Merger Agreement (including the Transactions), in each case, on the terms and subject to the conditions set
forth therein and herein, as applicable.


 


(ix)       Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission),
each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.


 






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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	VENUS ACQUISITION CORPORATION	 	VIYI ALGORITHM INC.
	 	 	 
	 	 	 
	By:	                       	 	By:	         
	Name:	 	Name:     	Chengwei Yi
	Title:	 	Title: 	CEO



 


 


	VIYI STOCKHOLDER:	 
	 	 	 
	WiMi Hologram Cloud Inc. 	 
	 	 	 
	By: 	                                     	 
	 	Name: Shuo Shi	 
	 	Title: CEO	 
	 	 	 
	Universal Winnings Holdings Limited	 
	 	 	 
	By: 	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	MIDI Capital Markets, LLC 	 
	 	 	 
	By: 	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	Guosheng Holdings Limited	 
	 	 	 
	By: 	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	Milestone Investments Limited	 
	 	 	 
	By: 	 	 
	 	Name: 	 
	 	Title: 	 



 


Signature Page to Support Agreement


 






     


     


    

 





VENUS/VIYI


COMPANY TRANSACTION SUPPORT AGREEMENT


 


SCHEDULE
I


 


	NAME OF STOCKHOLDER 	NUMBER OF VIYI VOTING SHARES	ADDRESS FOR NOTICES
	WiMi Hololgram Cloud Inc. 	219,000,000	
    No. 6, Xiaozhuang, #101A,

    Chaoyang District, Beijing 100020

    People’s Republic of China

    Attn: Yadong Sun

    Email: neikong@wimiar.com

     

	Universal Winnings Holdings Limited	10,500,000	
    Room 5508, 55th Floor, Central Plaza,

    18 Harbour Road,

    Wanchai District, Hong Kong, 999077

    Attn: Lincoln

    Email: 849646@qq.com

     

	MIDI Capital Markets, LLC 	30,000,000	
    #1001, building 12, lanxiyuan District 3,

    Shunxing Road,

    Shunyi District, Beijing, 101399

    People’s Republic of China

    Attn: MS TIAN

    Email: tian15646592966@163.com

     

	Guosheng Holdings Limited	30,000,000	
    No.4012, 4 / F, ZhongRen Building,

    A 10 Chaowai Street,

    Chaoyang District, Beijing, 100020

    People’s Republic of China

    Attn:XIN HUANG

    Email: huang15611942655@163.com

     

	Milestone Investments Limited	10,500,000	
    #2001, 20th Floor, Design Building,

    No. 8 Zhenhua Road,

    Futian District, Shenzhen,518000

    Attn:Andy Lau

     



 


Schedule I to Support Agreement