Exhibit 10.2


 


COVA Acquisition Corp.


 


February 4, 2021


 


COVA Acquisition Sponsor LLC

530 Bush Street, Suite 703

San Francisco, CA 94108


 


Ladies and Gentlemen:


 


This letter will confirm our agreement
that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration
Statement”) for the initial public offering (the “IPO”) of the securities of COVA Acquisition
Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of
an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement)
(such earlier date hereinafter referred to as the “Termination Date”), COVA Acquisition Sponsor LLC (the
 “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space,
secretarial and administrative services as may be required by the Company from time to time, situated at 530 Bush Street, Suite
703, San Francisco, CA 94108 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up
to $10,000 per month commencing on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor
hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”) in or
to any monies that may be set aside in a trust account (the “Trust Account”) that may be established
in connection with and upon the consummation of the IPO and hereby irrevocably waives any Claim it presently has or may have in
the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse,
reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account
for any reason whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


The parties may not
assign this letter agreement and any of their rights, interests, or obligations hereunder without the 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 governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving
effect to its choice of laws principles that will apply the laws of another jurisdiction.


 


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


 


[Signature Page Follows]


 




     


     


    

 


	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	COVA ACQUISITION CORP.
	 	 	 	 	 
	 	 	 	By:	/s/ Jun Hong Heng
	 	 	 	Name:	Jun Hong Heng
	 	 	 	Title:	Chief Executive Officer
	 	 	 	 	 
	AGREED TO AND ACCEPTED BY:	 	 	 
	 	 	 	 	 
	COVA ACQUISITION SPONSOR LLC	 	 	 
	 	 	 	 	 
	By:	/s/ Jun Hong Heng	 	 	 
	Name:	Jun Hong Heng	 	 	 
	Title:	Manager and Member