Exhibit
10.3


 


February
4, 2021


 


COVA
Acquisition Corp.

530 Bush Street, Suite 703

San Francisco, CA 94108


 


Re:
Initial Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and among COVA Acquisition Corp., a Cayman Islands exempted
company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”)
of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial
public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units
that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), and one-half one redeemable warrant (each whole warrant, a “Warrant”). Each
Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment.
The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized
terms used herein are defined in paragraph 1 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, COVA Acquisition
Sponsor LLC (the “Sponsor”) and each of the undersigned (each, an “Insider”
and, collectively, the “Insiders”) hereby agree with the Company as follows:


 


1.
Definitions. As used herein, (i) “Business
Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities; (ii) “Founder Shares” shall mean the 7,187,000
Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public
Offering; (iii) “Private Placement Warrants” shall mean the warrants that will be acquired by the
Sponsor for an aggregate purchase price of $7,500,000 (or up to $8,625,000 if the Underwriters’ exercise their option to
purchase additional units in full) in a private placement that shall close simultaneously with the consummation of the Public
Offering (including the Ordinary Shares issuable upon exercise of such Private Placement Warrants thereof); (iv) “Public
Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public
Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust
Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale
of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale
of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of
or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with
respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public
announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter”
shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time
to time.


 






     


     


    

 


2.
Representations and Warranties.


 


(a)
The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or
he has the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement,
and, as applicable, to serve as an officer of the Company and/or a director on the Company’s Board of Directors (the “Board”),
as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer
and/or director of the Company, as applicable.


 


(b)
Each Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished
to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does
not omit any material information with respect to such Insider’s background. The Insider’s questionnaire furnished
to the Company is true and accurate in all material respects. Each Insider represents and warrants that such Insider is not subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never been convicted of,
or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds
of another person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant in
any such criminal proceeding; and such Insider has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied, suspended or revoked.


 


3.
Business Combination Vote. It is acknowledged
and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the
prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company
seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business
Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable,
in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such
Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder
approval.


 






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4.
Failure to Consummate a Business Combination;
Trust Account Waiver.


 


(a)
The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails
to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall
take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay income taxes (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders
and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree
not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation
to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination
or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time
period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares
unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such
amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any,
divided by the number of then-outstanding Public Shares.


 


(b)
The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title,
interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any
liquidation of the Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor and each Insider hereby
further waives, with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights
it, she or he may have in connection with (x) the completion of the Company’s initial Business Combination, and (y) a
shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s
obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business
Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the
time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares
(although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if
the Company fails to consummate a Business Combination within the required time period set forth in the Charter).


 






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5.
Lock-up; Transfer Restrictions.


 


(a)
The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”)
until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the
date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their
Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding
the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per
share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination,
the Founder Shares shall be released from the Founder Shares Lock-up.


 


(b)
Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate
any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days
after the completion of an initial Business Combination.


 


(c)
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or
directors, any affiliates or family member of any of the Company’s officers or directors, any members or partners of the
Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual,
by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the
individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual,
by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to
a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business
Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as
applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or
dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial
Business Combination, (h) in the event of the Company’s liquidation prior to the completion of its initial Business
Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which
results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property subsequent to the completion of an initial Business Combination; provided, however, that in the
case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these
transfer restrictions.


 


(d)
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the
Sponsor and each Insider shall not, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares,
Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him,
as applicable.


 






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6.
Remedies. The Sponsor and each of the
Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in the
event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3,
4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach
and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party
may have in law or in equity, in the event of such breach.


 


7.
Payments by the Company. Except as disclosed
in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer of the Company nor any affiliate
of the directors and officers shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in
respect of any payment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


8.
Director and Officer Liability Insurance.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance,
and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of
the coverage available for any of the Company’s directors or officers.


 


9.
Termination. This Letter Agreement shall
terminate on the earlier of (i) the expiration of the Founder Shares Lock- up Period and (ii) the liquidation of the
Company; provided, however, that this Letter Agreement shall terminate in the event that the Public Offering is
not consummated and closed by March 31, 2021; provided further that paragraph 10 of this Letter Agreement shall
survive such liquidation.


 


10.
Indemnification. In the event of the liquidation
of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set
forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company
against any and all loss, liability, claim, 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)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products
sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with which
the Company has discussed entering into a transaction agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such
claims by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in
the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due
to reductions in the value of the trust assets, in each case net of interest that may be withdrawn to pay the Company’s
tax obligations, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights
to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims
under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor
notifies the Company in writing that it shall undertake such defense.


 






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11.
Forfeiture of Founder Shares. To the extent
that the Underwriters do not exercise their option to purchase additional Units within 45 days from the date of the Prospectus
in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration,
for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal of 20% of the
sum of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and Insiders further agree
that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization
or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering
in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder
Shares outstanding at such time.


 


12.
Entire Agreement. 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 (1) each Insider that is the subject of any such change, amendment, modification or waiver and (2) the Sponsor.


 


13.
Assignment. 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 parties. 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 Sponsor, each
of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


14.
Counterparts. This Letter Agreement may
be executed in any number of original or facsimile counterparts, and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


15.
Effect of Headings. The paragraph headings
herein are for convenience only and are not part of this Letter Agreement and shall not affect the interpretation thereof.


 


16.
Severability. This Letter Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.
Governing Law. This Letter Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all
agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be
brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and
venue or that such courts represent an inconvenient forum.


 


18.
Notices. 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 or
other electronic transmission.


 


[Signature
Page Follows]


 




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	 	Sincerely,
	 	 
	 	COVA
    Acquisition Sponsor LLC
	 	 
	 	By:
	/s/
                                         Jun Hong Heng

        

	 	Name: 	Jun Hong Heng
	 	Title:
    	Manager
    and Member
	 	 
	 	Acknowledge
    and Agreed:
	 	 
	 	COVA
    Acquisition Corp. 
	 	 
	 	By:	/s/
    Jun Hong Heng
	 	Name:	Jun
    Hong Heng
	 	Title:
    	Chief
    Executive Officer
	 	 
	 	Jun
    Hong Heng
	 	 
	 	By:
	/s/
                                         Jun Hong Heng 

	 	 	 
	 	Alvin
    Widarta Sariaatmadja
	 	 
	 	By:	/s/
    Alvin Widarta Sariaatmadja  
	 	 
	 	Jack
    Smith 
	 	 
	 	By:
    	/s/
    Jack Smith
	 	 
	 	Pandu
    Sjahrir
	 	 
	 	By:
    	/s/
    Pandu Sjahrir
	 	 
	 	Karanveer
    Dhillon
	 	 
	 	By:	/s/
    Karanveer Dhillon


 






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