Exhibit 10.3


 


LETTER AGREEMENT


 


                     , 2021


 


UK Wisdom Limited

Floor 8, Tower D

No. 2 Guang Hua Road

Chaoyang District, Beijing

People’s Republic of China, 100026


 


Maxim Group LLC

405 Lexington Ave.

New York, NY 10174


 


	 	Re:	Initial Public Offering



 


Gentlemen:


 


This letter is being delivered
to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between UK
Wisdom Limited, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”)
of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public
offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary
share of the Company, par value of US$0.0001 per share (the “Ordinary
Shares”) and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized
terms used herein are defined in paragraph 15 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1. If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary Shares beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2. (a) Unless the
Company’s shareholders are previously given the option to redeem their shares in connection with amending applicable documents
to extend the time that the Company has to complete a Business Combination and that the Company fails to consummate a Business
Combination within 12 months from the closing of the Company’s IPO (or, in the event that the Company extended the period of
time to consummate a business combination up to three times, each by an additional three months, within 21 months) from the closing
of the Company’s IPO, the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and
distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 


(b) The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any
remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares [including any shares
underlying the Private Units]1 (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with
the Company and will not seek recourse against the Trust Fund for any reason whatsoever. [The undersigned acknowledges and agrees that
there will be no distribution from the Trust Fund with respect to any Rights underlying the Private Units, all of which will terminate
on the Company’s liquidation.]2


 


 






1
Only include for Ucommune Talent Limited.


2 Only include for Ucommune Talent Limited.


 




     


     


    

 


(c) [In
the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and all
loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which
the Company may become subject as a result of any claim by any target business or vendor or other person who is owed money by the Company
for services rendered or products sold or contracted for, but only to the extent necessary to ensure that such loss, liability, claim,
damage or expense does not reduce the amount of funds in the Trust Fund; provided, that such indemnity shall not apply if such target
business, vendor or other person has executed an agreement waiving any claims against the Trust Fund.]3


 


3. [In the event that the
Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete such
liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek recourse for
such expenses.]4


 


4. [The
undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Private Units will be subject to
the transfer restrictions described in the Securities Subscription Agreement relating to the undersigned’s Private Units.]5


 


5. The
undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Insider Shares will be subject to
the transfer restrictions described in the Registration Rights Agreement related to the undersigned’s Insider Shares.


 


6. In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


7. The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with, or
has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must be approved
by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment
banking firm that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point of view.


 


8. Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business
Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to the
Company in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the
undersigned shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying,
investigating and consummating a Business Combination.


 


9. Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept
a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any affiliate
of the undersigned originates a Business Combination.


 


10. [The
undersigned agrees to be a director/officer of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and the Representative
is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s biography
and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities
Act of 1933.]6 The undersigned’s
FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate in all material respects. The undersigned
represents and warrants that:


 


 






3
Only include for Ucommune Talent Limited.


4
Only include for Ucommune Talent Limited.


5
Only include for Ucommune Talent Limited.


6 Only remove for Ucommune Talent Limited.


 




    2


     


    

 


(a) He,
she or it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him, her
or it, or any partnership in which he or she was a general partner at or within two years before the time of filing; or (ii) any corporation
or business association of which he or she was an executive officer at or within two years before the time of such filing;


 


(b) He,
she or it has never had a receiver, fiscal agent or similar officer been appointed by a court for his business or property, or any such
partnership;


 


(c) He,
she or it has never been convicted of fraud in a civil or criminal proceeding;


 


(d) He,
she or it has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations
and minor offenses);


 


(e) He,
she or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him, her or it from (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other
person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection
with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities laws;


 


(f) He,
she, or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage in any activity described
in 10(e)(i) above, or to be associated with persons engaged in any such activity;


 


(g) He,
she, or it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state
securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


(h) He,
she, or it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities
law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


(i) He,
she, or it has never been the subject of, or a party to, any Federal, State or foreign judicial or administrative order, judgment, decree
or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal, State or foreign securities
or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not
limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and
desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with
any business entity;


 


(j) He,
she or it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory
organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over
its members or persons associated with a member;


 


(k) He,
she or it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving
the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal
securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


(l) He,
she or it was never subject to a final order of a state or foreign securities commission (or an agency of officer of a state performing
like functions); a state or foreign authority that supervises or examines banks, savings associations, or credit unions; a state or foreign
insurance commission (or an agency or officer of a state performing like functions); an appropriate federal or foreign banking agency;
the CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent,
manipulative, or deceptive conduct;


 




    3


     


    

 


(m) He,
she or it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of the sale
of the Units, restrained or enjoined him, her or it from engaging or continuing to engage in any conduct or practice: (i) in connection
with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC or any foreign regulatory agency
with similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer,
investment adviser or paid solicitor of purchasers of securities;


 


(n) He,
she or it has never been subject to any order of the SEC or any foreign regulatory agency with similar functions that orders him, her
or it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the federal
securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5
thereunder, Section 15(c) and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the
Securities Act;


 


(o) He,
she or it has never filed (as a registrant or issuer), or been named as an underwriter in any registration statement or Regulation A offering
statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is,
currently, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


(p) He,
she or it has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary
restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme
or device for obtaining money or property through the mail by means of false representations;


 


(q) He,
she or it is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions);
a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency
or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration
that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging
in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;


 


(r) He,
she or it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the
“Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”)
that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or investment adviser;
(ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars
the undersigned from being associated with any entity or from participating in the offering of any penny stock; and


 


(s) He,
she or it has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities
self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities association)
for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


11. [The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement
and to serve as a Director and/or officer of the Company.]7


 


12. In
the event the over-allotment option granted to the underwriters of the IPO is not exercised in full, the undersigned acknowledges and
agrees that it (and, if applicable, any transferee of any of the Class B Ordinary Shares purchased and issued to the undersigned hereunder)
shall forfeit any and all rights to such number of the Class B Ordinary Shares purchased and issued to the undersigned hereunder (up to
an aggregate of all of the 187,500 Class B Ordinary Shares so purchased and issued and pro rata based upon the percentage of the over-allotment
option exercised) such that immediately following such forfeiture, the undersigned (and any such transferees of the undersigned) will
own, in total, an aggregate number of the ordinary shares (not including the ordinary shares underlying any private placement units or
warrants (whether comprised in any such units or standing alone) that may be issued to the undersigned upon exercise of any warrants or
any securities or rights purchased by the undersigned in the IPO or in the aftermarket) equal to 20% of the issued and outstanding ordinary
shares of the Company immediately following the IPO. If any of the Class B Ordinary Shares are forfeited in accordance with this clause
11, then after such time the undersigned (or any successor in interest), shall no longer have any rights as a holder of such forfeited
Class B Ordinary Shares, and the Company shall take such action as is appropriate to redeem and cancel such forfeited Class B Ordinary
Shares, which may include by way of the compulsory redemption and cancellation of such Class B Ordinary Shares for nil consideration.
In addition, the undersigned hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing
and agrees to take any and all action reasonably requested by the Company necessary to effect any adjustment in this clause 11 (including
any such redemption as is referred to herein above).8


 


 






7
Only remove for Ucommune Talent Limited.


8
Only include for Ucommune Talent Limited.


 



    4


     


    

 


13. The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any Ordinary Shares owned or to be owned
by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether purchased by the undersigned
prior to the IPO, in the IPO or in the aftermarket, and agrees that he, she or it will not seek redemption with respect to or otherwise
sell, such shares in connection with any vote to approve a Business Combination with respect thereto, a vote to amend the provisions of
the Company’s Amended and Restated Memorandum and Articles of Association, or a tender offer by the Company prior to a Business
Combination.


 


14. The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and
Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company offers holders of IPO Shares the right to receive their pro rata portion of the funds then held in the
Trust Fund.


 


15. In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in
the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before
the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will
be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party
or as otherwise directed by the arbitrators.


 


16. As used herein, (i) a
“Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
shall mean all officers, directors and shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the Ordinary Shares of the Company acquired by an Insider prior to the IPO and any Ordinary Shares underlying the Private
Units; (iv) “IPO Shares” shall mean the Ordinary Shares issued in the Company’s IPO; (v) [“Private
Units” shall mean (x) the Units purchased in the private placement taking place simultaneously with the consummation of
the Company’s IPO and (y) the additional Units that may be purchased in connection with the exercise of the over-allotment option
by the underwriters in the IPO as described in the Registration Statement;]9 (vi)
“Registration Statement” means the registration statement on Form S-1 filed by the Company with respect to
the IPO; and (vii) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s
IPO will be deposited.


 


17. Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile transmission.


 


If to the Representative:


 


Maxim Group LLC

405 Lexington Ave

New York, NY 10174

Attn: Alex Jin

Facsimile: (212) 895-3773


 


 






9
Only include for Ucommune Talent Limited.


 




    5


     


    

 


with a copy (which copy shall not constitute notice) to:


 


Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Giovanni Caruso, Esq.

Facsimile: (212) 407-4990


 


If to the Company:


 


UK Wisdom Limited

Floor 8, Tower D

No. 2 Guang Hua Road

Chaoyang District, Beijing

People’s Republic of China, 100026

Attn: Chief Executive Officer


 


with a copy (which copy shall not constitute notice) to:


 


Latham & Watkins LLP

18th Floor, One Exchange Square

8 Connaught Place, Central

Hong Kong

Attn: Allen Wang

Facsimile: (852) 2912-2600


 


18. No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


19. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they
relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by all parties hereto.


 


20. The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of,
or a fiduciary with respect to, the Company, its shareholders or any creditor or vendor of the Company with respect to the subject matter
hereof.


 


[Signature pages follow]


 




    6


     


    

 


	 	UCOMMUNE TALENT LIMITED
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


  [Signature Page to Letter Agreement]


 




     


     


    

 


	 	 
	 	DAQING MAO


 


  [Signature Page to Letter Agreement]


 




     


     


    

 


	 	 
	 	XUEFEI XIAO


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	 
	 	SIYUAN WANG


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	 
	 	ZHUANGKUN HE


 


  [Signature Page to Letter Agreement]


 




     


     


    

 


	 	 
	 	WENBING CHRIS WANG


 


  [Signature Page to Letter Agreement]


 




     


     


    

 


	 	 
	 	ALBERT LYU


 


[Signature Page to Letter Agreement]


 




     


     


    

 


	 	 
	 	QINGYOU GUAN


 


[Signature Page to Letter
Agreement]