Exhibit 10.4


 


FORM
OF REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [   ], 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 [   ], 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.


 






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“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.


 


“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.


 






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“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 (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 (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 (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.



 


		(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.



 




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		(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 (A) 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;



 






    13


     


    

 


		(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;



 


		(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;



 


		(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;



 






    14


     


    

 


		(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



 






    15


     


    

 





		(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.



 


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.



 






    17


     


    

 


		(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.



 


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.



 






    18


     


    

 


		(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.



 






    19


     


    

 


		(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.









 






    20


     


    

 


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: [●],
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.



 






    21


     


    

 





		(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.


 






    22


     


    

 


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.


 






    23


     


    

 


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]


 






    24


     


    

 





Agreed
Form


 


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





 






    25


     


    

 


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


 









    26


     


    

 


Agreed
Form


 


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


 






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