Exhibit 10.1


 


Execution
Version


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of June 10, 2021, is made and entered into by and among Venus Acquisition Corporation),
a Cayman Islands exempted company (the “Company”), and each of the undersigned parties listed on the signature pages
hereto under “Holders” (each, an “Holder” and collectively, the “Holders”).


 


WHEREAS, the Company, Venus
Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and
VIYI Algorithm Inc., a Cayman Islands exempted company (“VIYI”) have entered into a merger agreement (as may be amended
from time to time, the “Merger Agreement”) dated as of the date of June 10, 2021, pursuant to which Merger Sub will
merge with and into VIYI, with VIYI being the surviving entity and becoming a wholly owned subsidiary of Company


 


WHEREAS, pursuant to the
transactions contemplated by the Merger Agreement and subject to the terms and conditions set forth therein, the Holders will receive
ordinary shares of the Company, par value $0.001 (the “Ordinary Shares”) upon Closing therein in respect of their
equity holdings in VIYI.


 


WHEREAS, in connection with
the Closing under the Merger Agreement, each of the Holders will deliver to the Company a lock-up letter agreement providing that the
Holders shall be prohibited from the sale, assignment or transfer of certain of the Ordinary Shares (each a “Lock-Up Agreement”);


 


WHEREAS, the Holders and
the Company desire to enter into this Agreement to provide the Holders with certain rights relating to the registration for resale under
the United States Securities Act of 1933, as amended and the rules and regulations of the Securities and Exchange Commission (“SEC”)
of the securities held by them upon the Closing under the Merger Agreement;


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I

DEFINITIONS


 


Section 1.1    
Definitions. The terms defined in this ARTICLE
I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made
in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any
prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not
be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business
purpose for not making such information public.


 






     


     


    

 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the board of directors of the Company.


 


“Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.


 


“Business Day”
means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in the City of New York, New York.


 


“Closing”
shall have the meaning given to such term in the Merger Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble.


 


“Company Underwritten
Demand Notice” shall have the meaning given in Section 2.1(c).


 


“Demanding Holder”
shall have the meaning given in Section 2.1(c).


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1 Registration
Statement” shall have the meaning given in Section 2.1(a).


 


“Form S-3”
shall have the meaning given in Section 2.1(a).


 


“Form S-3 Shelf”
shall have the meaning given in Section 2.1(a).


 


“Holders”
shall have the meaning given in the Preamble.


 


“Lock-Up Period”
shall have the meaning given to such term in the Lock-Up Agreement.


 


“Maximum Number
of Securities” shall have the meaning given in Section 2.1(e).


 






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“Merger Agreement”
has the meaning given to such term in the Recitals. .


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Ordinary Shares”
shall have the meaning given to such term in the Recitals.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the relevant Lock-up Period, as the case may be and any other applicable agreement between such Holder and the Company,
in each case for so long as such agreements remain in effect, and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in Section 2.2(a).


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) with respect to any Holder, the Ordinary Shares issued to such Holder in the Company or any successor to the Company pursuant
to the terms of the Merger Agreement and (b) any other equity security of the Company issued or issuable with respect to any such Ordinary
Shares by way of a stock dividend or stock split or in connection with a combination of shares, distribution, recapitalization, merger,
consolidation or reorganization or other similar event; provided, however, that, as to any particular Registrable Security, such
securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall
have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance
with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates or book entry positions
for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public
distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be
outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (together
with any successor rule promulgated thereafter by the Commission, “Rule 144”) (without limitation on the amount of
securities sold or the manner of sale requirements); or (E) such securities have been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction.


 






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“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


		(a)	all registration and filing fees (including
                                            fees with respect to filings required to be made with the Financial Industry Regulatory Authority,
                                            Inc.) and any securities exchange on which the Ordinary Shares is then listed;



 


		(b)	fees and expenses of compliance with
                                            securities or blue sky laws (including reasonable fees and disbursements of counsel for the
                                            Underwriters in connection with blue sky qualifications of Registrable Securities);



 


		(c)	printing, messenger, telephone and delivery
                                            expenses;



 


		(d)	reasonable fees and disbursements of
                                            counsel for the Company;



 


		(e)	reasonable fees and disbursements of
                                            all independent registered public accountants of the Company incurred specifically in connection
                                            with such Registration; and



 


		(f)	reasonable fees and expenses of one (1)
                                            legal counsel selected by the majority-in-interest of the Demanding Holders initiating an
                                            Underwritten Offering to be registered for offer and sale in the applicable Registration.



 


“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in Section 2.1(c).


 


“Restricted Securities”
shall have the meaning given in Section 3.6(a).


 


“Rule 144”
shall have the meaning given in the definition of “Registrable Security.”


 


“Rule 415”
shall have the meaning given in Section 2.1(a).


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 






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“Underwritten Demand”
shall have the meaning given in Section 2.1(c).


 


“Underwritten Demand
Notice” shall have the meaning given in Section 2.1(c).


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter
in a firm commitment underwriting for distribution to the public; including an offering and/or sale of Registrable Securities by any
Holder in a block trade or on an underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior
to pricing, including, without limitation, a same day trade, overnight trade or similar transaction, but excluding a variable price reoffer.


 


ARTICLE
II

REGISTRATION rights


 


	Section	2.1	Selling
                                            Shareholder Registration and Demand Registration.



 


		(a)	Initial Registration. The
                                            Company shall prepare and file or cause to be prepared and filed with the Commission, as
                                            promptly as reasonably practicable, but in no event later than fifteen (15) Business Days
                                            following the date that the Company becomes eligible to use Form S-3 or its successor form
                                            (“Form S-3”), use its reasonable best efforts to file a Registration Statement
                                            under the Securities Act to permit the public resale of all the Registrable Securities held
                                            by the Holders (and certain other outstanding equity securities of the Company) from time
                                            to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision
                                            adopted by the Commission then in effect) (“Rule 415”) on the terms and
                                            conditions specified in this Section 2.1(a) and shall use its reasonable best efforts
                                            to cause such Registration Statement to be declared effective as promptly as reasonably practicable
                                            after the initial filing thereof. The Registration Statement filed with the Commission pursuant
                                            to this Section 2.1(a) shall be a shelf registration statement on Form S-3 (a “Form
                                            S-3 Shelf”) or, if Form S-3 is not then available to the Company, on Form S-1 (a
                                            “Form S-1 Registration Statement”) or such other form of registration
                                            statement as is then available to effect a registration for resale of such Registrable Securities,
                                            covering such Registrable Securities, and shall contain a Prospectus in such form as to permit
                                            any Holder to sell such Registrable Securities pursuant to Rule 415 at any time beginning
                                            on the effective date for such Registration Statement. A Registration Statement filed pursuant
                                            to this Section 2.1(a) shall provide for the resale pursuant to any method or combination
                                            of methods legally available to, and requested prior to effectiveness by, the Holders. The
                                            Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant
                                            to this Section 2.1(a) to remain effective, and to be supplemented and amended to
                                            the extent necessary to ensure that such Registration Statement is available or, if not available,
                                            that another Registration Statement is available, for the resale of all the Registrable Securities
                                            held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.
                                            When effective, a Registration Statement filed pursuant to this Section 2.1(a) (including
                                            the documents incorporated therein by reference) will comply as to form in all material respects
                                            with all applicable requirements of the Securities Act and the Exchange Act and will not
                                            contain any untrue statement of a material fact or omit to state a material fact required
                                            to be stated therein or necessary to make the statements therein not misleading (in the case
                                            of any Prospectus contained in such Registration Statement, in the light of the circumstances
                                            under which such statement is made). Notwithstanding anything to the contrary in this Agreement,
                                            the Company and the Holders understand and agree that it is the intention of the Company
                                            that it become eligible as soon as practical following completion of the transactions contemplated
                                            by the Merger Agreement to file reports with the SEC and under the Exchange Act as a foreign
                                            private issuer, and to utilize the forms applicable to foreign private issuers, including
                                            Form F-3 and F-1 to register securities for resale under the Securities Act. 



 






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		(b)	Form S-3 Shelf. If
                                            the Company files a Form S-3 Shelf and thereafter the Company becomes ineligible to use Form
                                            S-3 for secondary sales, the Company shall use its reasonable best efforts to file a Form
                                            S-1 Registration Statement as promptly as reasonably practicable to replace the shelf registration
                                            statement that is a Form S-3 Shelf and have the Form S-1 Registration Statement declared
                                            effective as promptly as reasonably practicable and to cause such Form S-1 Registration Statement
                                            to remain effective, and to be supplemented and amended to the extent necessary to ensure
                                            that such Registration Statement is available or, if not available, that another Registration
                                            Statement is available, for the resale of all the Registrable Securities held by the Holders
                                            until all such Registrable Securities have ceased to be Registrable Securities.



 






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		(c)	Underwritten Offering. At
                                            any time and from time to time after the expiration of any lock-up to which such securities
                                            are subject pursuant to any Lock-Up Agreement, any Holder holding at least 25% of the then
                                            outstanding number of Registrable Securities may request to sell all or a portion of their
                                            Registrable Securities (a “Demanding Holder”) in an Underwritten Offering
                                            that is registered pursuant to such Registration Statement (an “Underwritten Demand”).
                                            All requests for an Underwritten Offering shall be made by giving written notice to the Company
                                            (the “Underwritten Demand Notice”). Each Underwritten Demand Notice shall
                                            specify the approximate number of Registrable Securities proposed to be sold in the Underwritten
                                            Offering and the expected price range (net of underwriting discounts and commissions) of
                                            such Underwritten Offering. Within five (5) Business Days after receipt of any Underwritten
                                            Demand Notice, the Company shall give written notice of such requested Underwritten Offering
                                            (the “Company Underwritten Demand Notice”) to all other Holders of Registrable
                                            Securities (the “Requesting Holders”) and, subject to reductions consistent
                                            with the pro rata calculations in Section 2.1(e), shall include in such Underwritten
                                            Offering all Registrable Securities with respect to which the Company has received written
                                            requests for inclusion therein, within five (5) days after sending the Company Underwritten
                                            Demand Notice. The Company shall enter into an underwriting agreement in a form as is customary
                                            in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters
                                            selected by the initiating Demanding Holders with the written consent of the Company (such
                                            consent not to be unreasonably withheld, delayed or conditioned) and shall take all such
                                            other reasonable actions as are requested by the managing Underwriter or Underwriters in
                                            order to expedite or facilitate the disposition of such Registrable Securities. In connection
                                            with any Underwritten Offering contemplated by this Section 2.1(c), subject to Section
                                            3.3 and ARTICLE IV, the underwriting agreement into which each Holder and the Company
                                            shall enter shall contain such representations, covenants, indemnities and other rights and
                                            obligations of the Company and such Holders as are customary in underwritten offerings of
                                            securities. Under no circumstances shall the Company be obligated to effect (x) more than
                                            an aggregate of three (3) Underwritten Offerings pursuant to an Underwritten Demand by the
                                            Holders under this Section 2.1(c) with respect to any or all Registrable Securities
                                            held by such Holders and (y) more than two (2) Underwritten Offerings per year pursuant to
                                            this Section 2.1(c); provided, however, that an Underwritten Offering pursuant to
                                            an Underwritten Demand shall not be counted for such purposes unless a Registration Statement
                                            that may be available at such time has become effective and all of the Registrable Securities
                                            requested by the Requesting Holders and the Demanding Holders to be registered on behalf
                                            of the Requesting Holders and the Demanding Holders in such Registration Statement have been
                                            sold, in accordance with Section 3.1 of this Agreement.



 


		(d)	Holder Information Required for Participation
                                            in Underwritten Offering. At
                                            least ten (10) Business Days prior to the first anticipated filing date of a Registration
                                            Statement pursuant to this ARTICLE II, the Company shall use reasonable best efforts
                                            to notify each Holder in writing (which may be by email) of the information reasonably necessary
                                            about the Holder to include such Holder’s Registrable Securities in such Registration
                                            Statement. Notwithstanding anything else in this Agreement, the Company shall not be obligated
                                            to include such Holder’s Registrable Securities to the extent the Company has not received
                                            such information, and received any other reasonably requested agreements or certificates,
                                            on or prior to the fifth (5th) Business Day prior to the first anticipated filing date of
                                            a Registration Statement pursuant to this ARTICLE II. In addition, the holders of
                                            Registrable Securities shall comply with all prospectus delivery requirements under the Securities
                                            Act and applicable SEC regulations.



 






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		(e)	Reduction of Underwritten Offering.
                                            If the managing
                                            Underwriter or Underwriters in an Underwritten Offering, in good faith, advises the Company,
                                            the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount
                                            or number of Registrable Securities that the Demanding Holders and the Requesting Holders
                                            (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities
                                            that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration
                                            has been requested pursuant to separate written contractual piggy-back registration rights
                                            held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum
                                            number of equity securities that can be sold in the Underwritten Offering without adversely
                                            affecting the proposed offering price, the timing, the distribution method, or the probability
                                            of success of such offering (such maximum dollar amount or maximum number of such securities,
                                            as applicable, the “Maximum Number of Securities”), then the Company shall
                                            include in such Underwritten Offering, as follows: (i) first, the Registrable Securities
                                            of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective
                                            number of Registrable Securities that each Demanding Holder and Requesting Holder (if any)
                                            holds prior to such Underwritten Registration) that can be sold without exceeding the Maximum
                                            Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has
                                            not been reached under the foregoing clause (i), Ordinary Shares or other equity securities
                                            for the account of other persons or entities that the Company is obligated to register pursuant
                                            to separate written contractual arrangements with such persons or entities and that can be
                                            sold without exceeding the Maximum Number of Securities (pro rata based on the respective
                                            number of Registrable Securities that each such stockholder holds prior to such Underwritten
                                            Registration); and (iii) third, to the extent that the Maximum Number of Securities has not
                                            been reached under the foregoing clauses (i) and (ii), Ordinary Shares or other equity securities
                                            that the Company desires to sell, which can be sold without exceeding the Maximum Number
                                            of Securities. Notwithstanding the foregoing, any reduction of Registrable Securities pursuant
                                            to this Section 2.1(e) shall not exceed 20% of all Registrable Securities originally
                                            included for sale.



 






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		(f)	Underwritten Offering Withdrawal.
                                            A majority-in-interest
                                            of the Demanding Holders initiating an Underwritten Demand or a majority-in-interest of the
                                            Requesting Holders (if any), pursuant to a Registration under Section 2.1(a) shall
                                            have the right to withdraw from a Registration pursuant to such Underwritten Offering for
                                            any or no reason whatsoever upon written notification to the Company and the Underwriter
                                            or Underwriters (if any) of their intention to withdraw from such Registration at least five
                                            (5) Business Days prior to the effectiveness of the Registration Statement filed with the
                                            Commission with respect to the Registration of their Registrable Securities pursuant to such
                                            Underwritten Offering (or in the case of an Underwritten Registration pursuant to Rule 415,
                                            at least five (5) Business Days prior to the time of pricing of the applicable Underwritten
                                            Offering). Notwithstanding anything to the contrary in this Agreement, the Company shall
                                            be responsible for the Registration Expenses incurred in connection with a Registration pursuant
                                            to an Underwritten Offering prior to its withdrawal under this Section 2.1(e).



 


	Section	2.2	Piggyback
                                            Registration.



 


		(a)	Piggyback Rights. If,
                                            the Company proposes to file a Registration Statement under the Securities Act with respect
                                            to an offering of equity securities, or securities or other obligations exercisable or exchangeable
                                            for, or convertible into equity securities, for its own account or for the account of stockholders
                                            of the Company (or by the Company and by the stockholders of the Company including, without
                                            limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i)
                                            filed in connection with any employee stock option or other benefit plan, (ii) for a rights
                                            offering or an exchange offer or offering of securities solely to the Company’s existing
                                            stockholders, (iii) for an offering of debt that is convertible into equity securities of
                                            the Company or (iv) for a dividend reinvestment plan, then the Company shall give written
                                            notice of such proposed filing to all of the Holders of Registrable Securities as soon as
                                            practicable but not less than three (3) Business Days before the anticipated filing date
                                            of such Registration Statement, which notice shall (A) describe the amount and type of securities
                                            to be included in such offering, the intended method(s) of distribution, and the name of
                                            the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer
                                            to all of the Holders of Registrable Securities the opportunity to register the sale of such
                                            number of Registrable Securities as such Holders may request in writing within five (5) Business
                                            Days after receipt of such written notice (such Registration a “Piggyback Registration”).
                                            The Company shall, in good faith, cause such Registrable Securities to be included in such
                                            Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter
                                            or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities
                                            requested by the Holders pursuant to this Section 2.2(a) to be included in a Piggyback
                                            Registration on the same terms and conditions as any similar securities of the Company included
                                            in such Registration and to permit the sale or other disposition of such Registrable Securities
                                            in accordance with the intended method(s) of distribution thereof. All such Holders proposing
                                            to distribute their Registrable Securities through an Underwritten Offering under this Section
                                            2.2(a) shall enter into an underwriting agreement in customary form with the Underwriter(s)
                                            selected for such Underwritten Offering by the Company.



 






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		(b)	Reduction of Piggyback Registration.
                                            If the managing
                                            Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration,
                                            in good faith, advises the Company and the Holders of Registrable Securities participating
                                            in the Piggyback Registration in writing that the dollar amount or number of Ordinary Shares
                                            that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as
                                            to which Registration has been demanded pursuant to separate written contractual arrangements
                                            with persons or entities other than the Holders of Registrable Securities hereunder, (ii)
                                            the Registrable Securities as to which registration has been requested pursuant to Section
                                            2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been
                                            requested pursuant to separate written contractual piggy-back registration rights of other
                                            stockholders of the Company, exceeds the Maximum Number of Securities, then:



 


		(i)	If
                                            the Registration is undertaken for the Company’s account, the Company shall include
                                            in any such Registration (A) first, Ordinary Shares or other equity securities that the Company
                                            desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
                                            (B) second, to the extent that the Maximum Number of Securities has not been reached under
                                            the foregoing clause (A), the Registrable Securities of Holders exercising their rights to
                                            register their Registrable Securities pursuant to Section 2.2(a) hereof and Ordinary
                                            Shares, if any, as to which Registration has been requested pursuant to written contractual
                                            piggy-back registration rights of other stockholders of the Company (pro rata based on the
                                            respective number of Registrable Securities that each such stockholder holds prior to such
                                            Underwritten Registration), which can be sold without exceeding the Maximum Number of Securities;



 






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		(ii)	If
                                            the Registration is pursuant to a request by persons or entities other than the Holders of
                                            Registrable Securities, then the Company shall include in any such Registration (A) first,
                                            Ordinary Shares or other equity securities, if any, of such requesting persons or entities,
                                            other than the Holders of Registrable Securities, which can be sold without exceeding the
                                            Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
                                            has not been reached under the foregoing clause (A), the Registrable Securities of Holders
                                            exercising their rights to register their Registrable Securities pursuant to Section 2.2(a)
                                            and Ordinary Shares or other equity securities for the account of other persons or entities
                                            that the Company is obligated to register pursuant to separate written contractual arrangements
                                            with such persons or entities (in each case, pro rata based on the respective number of Registrable
                                            Securities that each such stockholder holds prior to such Underwritten Registration), which
                                            can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent
                                            that the Maximum Number of Securities has not been reached under the foregoing clauses (A)
                                            and (B), Ordinary Shares or other equity securities that the Company desires to sell, which
                                            can be sold without exceeding the Maximum Number of Securities.



 


Notwithstanding
the foregoing, any reduction of Registrable Securities pursuant to this Section 2.2(b) shall not exceed 20% of all Registrable
Securities originally included for sale.


 


		(c)	Piggyback Registration Withdrawal.
                                            Any Holder of Registrable
                                            Securities shall have the right to withdraw from a Piggyback Registration for any or no reason
                                            whatsoever upon written notification to the Company and the Underwriter or Underwriters (if
                                            any) of his, her or its intention to withdraw from such Piggyback Registration prior to the
                                            effectiveness of the Registration Statement filed with the Commission with respect to such
                                            Piggyback Registration (or in the case of an Underwritten Registration, pursuant to Rule
                                            415, prior to the pricing of the applicable offering). The Company (whether on its own good
                                            faith determination or as the result of a request for withdrawal by persons pursuant to separate
                                            written contractual obligations) may withdraw a Registration Statement filed with the Commission
                                            in connection with a Piggyback Registration at any time prior to the effectiveness of such
                                            Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company
                                            shall be responsible for the Registration Expenses incurred in connection with the Piggyback
                                            Registration prior to its withdrawal under this Section 2.2(c).



 






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		(d)	Unlimited Piggyback Registration Rights.
                                            For purposes of
                                            clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted
                                            as a Registration pursuant to an Underwritten Offering effected under Section 2.1
                                            hereof.



 


Section 2.3    
Restrictions on Registration Rights. Notwithstanding anything
to the contrary contained herein, the Company shall not be obligated to (but may, at its sole option) (A) effect an Underwritten Offering
(i) within sixty (60) days after the closing of an Underwritten Offering or (ii) during the period starting with the date sixty (60)
days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120)
days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the
Holders prior to receipt of an Underwritten Demand pursuant to Section 2.1(c) and it continues to actively employ, in good faith,
all reasonable best efforts to cause the applicable Registration Statement to become effective or (B) file a Registration Statement (or
any amendment thereto) or effect an Underwritten Offering (or, if the Company has filed a shelf Registration Statement and has included
Registrable Securities therein, the Company shall be entitled to suspend the offer and sale of Registrable Securities pursuant to such
Registration Statement) for a period of up to forty-five (45) days (i) if the Holders have requested an Underwritten Demand and the Company
and the Holders are unable to obtain the commitment of Underwriters to firmly underwrite the offer; or (ii) in the good faith judgment
of the Board such Underwritten Offering would be materially detrimental to the Company and the Board concludes as a result that it is
essential to defer the filing of such Registration Statement at such time, provided that in each case of (i) and (ii) the Company shall
furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would
be materially detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential
to defer the filing of such Registration Statement; provided, however, that the Company shall not defer its obligation in this
manner more than once in any 12-month period.


 


Section 2.4    
Waiver. Notwithstanding anything in this Agreement to the
contrary, unless the Company is notified in writing to the contrary by the Anchor Investors, (A) each Anchor Investor hereby waives any
and all rights (i) to receive notice of an Underwritten Offering as provided for in this ARTICLE II or (ii) to participate in
any such Underwritten Offering, and (B) the Company hereby agrees not to notify any Anchor Investor of any Underwritten Offering or provide
any Anchor Investor with any information relating thereto.


 






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ARTICLE
III

COMPANY PROCEDURES


 


Section 3.1    General
Procedures. If
the Company is required to effect the Registration of Registrable Securities, the Company shall use its reasonable best efforts to effect
such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and
pursuant thereto the Company shall, as expeditiously as possible:


 


(a)        prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its
reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold;


 


(b)       
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the Holders or any Underwriter of Registrable Securities or as may be required by
the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement
are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


(c)        prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such
Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 


(d)        prior
to any public offering of Registrable Securities, but in any case no later than the effective date of the applicable Registration Statement,
use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such
securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of distribution) may request and to keep such registration or
qualification in effect for so long as such Registration Statement remains in effect and (ii) take such action necessary to cause such
Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities
as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary
or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of
such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally
to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject
to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 






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(e)      
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


(f)       
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


(g)      
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 


(h)      
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish
a copy thereof to each seller of such Registrable Securities or its counsel including, without limitation, providing copies promptly
upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;


 


(i)        
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 






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(j)          permit
a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if
any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided,
however, that any such representative or Underwriter enters into a confidentiality agreement, in form and substance reasonably satisfactory
to the Company, prior to the release or disclosure of any such information;


 


(k)        obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


(l)         on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being
given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions
and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


(m)      
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


(n)      
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(g) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 


(o)        if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable
best efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter(s) in any Underwritten Offering; and


 


(p)      
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in
connection with such Registration, including, without limitation, making available senior executives of the Company to participate in
any due diligence sessions that may be reasonably requested by the Underwriter(s) in any Underwritten Offering.


 






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Section 3.2    
Registration Expenses. The Registration Expenses of all
Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses
relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing
costs and, other than as set forth in the definition of “Registration Expenses;” all reasonable legal fees and expenses
of any legal counsel representing the Holders, which legal fees shall not exceed the sum of $75,000, shall be borne by the Company.


 


Section 3.3    
Requirements for Participation in Underwritten Offerings. No
person or entity may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated
by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis
provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers
of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under
the terms of such underwriting arrangements.


 


Section 3.4    
Suspension of Sales; Adverse Disclosure. Upon receipt
of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith
discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting
the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable
after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed.
If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require
the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that
are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of
such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest
period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose.
In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their
receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer
to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised
its rights under this Section 3.4.


 






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Section 3.5    
Reporting Obligations. As long as any Holder shall
own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file
timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take
such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell
Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided
by Rule 144, including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written
certification of a duly authorized officer as to whether it has complied with such requirements.


 


Section 3.6    
Lock-Up Restrictions.


 


		(a)	During the applicable Lock-Up Periods,
                                            none of the Holders shall offer, sell, contract to sell, pledge, grant any option to purchase,
                                            make any short sale or otherwise dispose of or distribute any Ordinary Shares that are subject
                                            to an applicable Lock-Up Period or any securities convertible into, exercisable for, exchangeable
                                            for or that represent the right to receive Ordinary Shares that are subject to an applicable
                                            Lock-Up Period, whether now owned or hereinafter acquired, that is owned directly by such
                                            Holder (including securities held as a custodian) or with respect to which such Holder has
                                            beneficial ownership within the rules and regulations of the Commission (such securities
                                            that are subject to an applicable Lock-Up Period, the “Restricted Securities”),
                                            other than any transfer to an affiliate of an Holder or to a Permitted Transferee, as applicable.
                                            The foregoing restriction is expressly agreed to preclude each Holder, as applicable, from
                                            engaging in any hedging or other transaction with respect to Restricted Securities which
                                            is designed to or which reasonably could be expected to lead to or result in a sale or disposition
                                            of the Restricted Securities even if such Restricted Securities would be disposed of by someone
                                            other than such Holder. Such prohibited hedging or other transactions include any short sale
                                            or any purchase, sale or grant of any right (including any put or call option) with respect
                                            to any of the Restricted Securities of the applicable Holder, or with respect to any security
                                            that includes, relates to, or derives any significant part of its value from such Restricted
                                            Securities.



  


		(b)	Each Holder hereby represents and warrants
                                            that it now has and, except as contemplated by this Section 3.6(b) for the duration
                                            of the applicable Lock-Up Period, will have good and marketable title to its Restricted Securities,
                                            free and clear of all liens, encumbrances, and claims that could impact the ability of such
                                            Existing Holder to comply with the foregoing restrictions. Each Holder agrees and consents
                                            to the entry of stop transfer instructions with the Company’s transfer agent and registrar
                                            against the transfer of any Restricted Securities during the applicable Lock-Up Period.



 






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ARTICLE
IV

INDEMNIFICATION AND CONTRIBUTION


 


Section 4.1    
Indemnification.


 


		(a)	The Company agrees to indemnify, to the
                                            extent permitted by law, each Holder of Registrable Securities, its officers and directors
                                            and each person who controls such Holder (within the meaning of the Securities Act) against
                                            all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused
                                            by any untrue or alleged untrue statement of material fact contained in any Registration
                                            Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto
                                            or any omission or alleged omission of a material fact required to be stated therein or necessary
                                            to make the statements therein not misleading, except insofar as the same are caused by or
                                            contained in any information furnished in writing to the Company by such Holder expressly
                                            for use therein. The Company shall indemnify the Underwriters, their officers and directors
                                            and each person who controls such Underwriters (within the meaning of the Securities Act)
                                            to the same extent as provided in the foregoing with respect to the indemnification of the
                                            Holder.



 


		(b)	In connection with any Registration Statement
                                            in which a Holder of Registrable Securities is participating, such Holder shall furnish to
                                            the Company in writing such information and affidavits as the Company reasonably requests
                                            for use in connection with any such Registration Statement or Prospectus and, to the extent
                                            permitted by law, shall indemnify the Company, its directors and officers and agents and
                                            each person who controls the Company (within the meaning of the Securities Act) against any
                                            losses, claims, damages, liabilities and expenses (including without limitation reasonable
                                            attorneys’ fees) resulting from any untrue statement of material fact contained in
                                            the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof
                                            or supplement thereto or any omission of a material fact required to be stated therein or
                                            necessary to make the statements therein not misleading, but only to the extent that such
                                            untrue statement or omission is contained in any information or affidavit so furnished in
                                            writing by such Holder expressly for use therein; provided, however, that the obligation
                                            to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
                                            and it being understood and agreed that the only information furnished by such Holder consists
                                            of the information with respect to such Holder under the caption “Principal and Selling
                                            Shareholders” in the Registration Statement, Prospectus or preliminary Prospectus,
                                            and the liability of each such Holder of Registrable Securities shall be in proportion to
                                            and limited to the net proceeds received by such Holder from the sale of Registrable Securities
                                            pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify
                                            the Underwriters, their officers, directors and each person who controls such Underwriters
                                            (within the meaning of the Securities Act) to the same extent as provided in the foregoing
                                            with respect to indemnification of the Company.



 






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		(c)	Any person entitled to indemnification
                                            herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
                                            to which it seeks indemnification (provided that the failure to give prompt notice shall
                                            not impair any person’s right to indemnification hereunder to the extent such failure
                                            has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified
                                            party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
                                            parties may exist with respect to such claim, permit such indemnifying party to assume the
                                            defense of such claim with counsel reasonably satisfactory to the indemnified party. If such
                                            defense is assumed, the indemnifying party shall not be subject to any liability for any
                                            settlement made by the indemnified party without its consent (but such consent shall not
                                            be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to,
                                            assume the defense of a claim shall not be obligated to pay the fees and expenses of more
                                            than one counsel for all parties indemnified by such indemnifying party with respect to such
                                            claim, unless in the reasonable judgment of any indemnified party a conflict of interest
                                            may exist between such indemnified party and any other of such indemnified parties with respect
                                            to such claim. No indemnifying party shall, without the consent of the indemnified party,
                                            consent to the entry of any judgment or enter into any settlement which cannot be settled
                                            in all respects by the payment of money (and such money is so paid by the indemnifying party
                                            pursuant to the terms of such settlement) or which settlement does not include as an unconditional
                                            term thereof the giving by the claimant or plaintiff to such indemnified party of a release
                                            from all liability in respect to such claim or litigation.



  


(d)       
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities. The Company and each Holder of Registrable Securities participating in an offering also agree to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 


(e)       
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability
of any Holder under this Section 4.1(e) shall be limited to the amount of the net proceeds received by such Holder in such offering
giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above
shall be deemed to include, subject to the limitations set forth in Section 4.1(a), Section 4.1(b) and Section 4.1(c)
above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1(e) were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to
in this Section 4.1(e). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution pursuant to this Section
4.1(e) from any person who was not guilty of such fraudulent misrepresentation.


 






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ARTICLE
V

MISCELLANEOUS


 


Section 5.1    
Notices. Any notice or communication under this Agreement
must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered
or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission
by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted
in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third
(3rd) Business Day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery,
electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the
affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under
this Agreement must be addressed, if to the Company, to: Unit 507, Building C, Taoyuan Street Long Jing High and New Technology Jingu
Pioneer Park Nanshan District, Shenzhen, 518052, People’s Republic of China, and, if to any Holder, at such Holder’s address
or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and
from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after
delivery of such notice as provided in this Section 5.1.


 


Section 5.2      
Assignment; No Third Party Beneficiaries.


 


(a)        This
Agreement and the rights, duties and obligations of the Company, and a Holder of Registrable Securities, as the case may be, hereunder
may not be assigned or delegated by the Company or the applicable Holder, in whole or in part, except in connection with a transfer of
Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer
restrictions set forth in this Agreement.


 


(b)        Prior
to the expiration of the applicable Lock-Up Period, no Holder subject to any such Lock-Up Period may assign or delegate such Holder’s
rights, duties or obligations under this Agreement, in whole or in part, in violation of the applicable Lock-Up Period, except in connection
with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become
bound by the transfer restrictions set forth in this Agreement.


 


(c)        This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 









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(d)      
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement.


 


(e)       
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the
Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.


 


Section 5.3     
Counterparts. This Agreement may be executed in multiple
counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute
the same instrument, but only one of which need be produced.


 


Section 5.4     
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE
THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED
ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN
WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE,
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 






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Section 5.5      
Amendments and Modifications. Upon the written consent
of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with
any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions
may be amended or modified; provided, however, that notwithstanding the foregoing, (a) any amendment hereto or waiver hereof
that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a
manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected and
(b) any amendment hereto or waiver hereof that adversely affects the rights of any Anchor Investor shall require the consent of such
entity. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder
or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder
or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or
preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


Section 5.6      
Other Registration Rights. The Company represents
and warrants that no person, other than a Holder of Registrable Securities has any right to require the Company to register any securities
of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities
for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes
any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such
agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


Section 5.7      
Term. This Agreement shall terminate upon the earlier
of the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior
to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission))or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under
Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale
requirements. The provisions of Section 3.5 and Article IV shall survive any termination.


 


Section 5.8     
Foreign Private Issuer Status. Notwithstanding anything
to the contrary in this Agreement, the Company and the Holders understand and agree that it is the intention of the Company that it become
eligible as soon as practical following completion of the transactions contemplated by the Merger Agreement to file reports with the
SEC and under the Exchange Act as a foreign private issuer, and to utilize the forms applicable to foreign private issuers, including
Form F-3 and F-1 to register securities for resale under the Securities Act. If the Company is not qualified or ceases to be a foreign
private issuer (as defined in Rule 405 under the Securities Act) eligible to use a registration statement on Form F-1 or Form F-3, or
eligible to file periodic reports on Form 20-F or 6-K, as the case may be, then all references in this Agreement to any such form shall
be deemed to be references to Form S-1, Form S-3, Form 10-K, Form 10-Q or Form 8-K, as applicable, or such similar or successor
form as may be appropriate.


 






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Section 5.9    
Entire Agreement.  This Agreement constitutes
the entire understanding and agreement between the parties as to the matters covered herein and supersedes and replaces any prior understanding,
agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto.


 


[Signature pages follow]


 






    23


     


    

 


Execution Version


 


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


 


	 	COMPANY:
	 	 
	 	Venus Acquisition
    Corporation 
	 	 
	 	By:	        
	 	 	Name:
	 	 	Title:



  


Signature Page to Registration
Rights Agreement


 






     


     


    

 


Execution Version


 


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


 


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



 


Signature Page to Registration
Rights Agreement


 






     


     


    

 


Execution Version


 


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


 


	 	HOLDERS:
	 	 
	 	EVER ABUNDANT
    INVESTMENTS LIMITED
	 	 
	 	By:	              
	 	 	Name:
	 	 	Title:



 


Signature Page to Registration
Rights Agreement