JIYA
ACQUISITION CORP.


 


780 Third
Avenue

New York, NY 10017


 


November
18, 2020


 


Jiya Holding Company LLC

638 Middlefield Road

Palo Alto, CA 94301


 


Re:Administrative Services
Agreement


 


Ladies and Gentlemen:


 


This letter
agreement (this “Agreement”) by and among Jiya Acquisition Corp. (the “Company”) and Jiya
Holding Company LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing
on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”),
pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or
the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


 


1.            
The Sponsor shall make available, or cause to be made available, to the Company, at 638 Middlefield Road, Palo Alto, CA
94301 (or any successor location), office space and secretarial and administrative services as may be reasonably required by the
Company. In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and


 


2.            
The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a
result of, or arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment
of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust
Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this
Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in
the Trust Account, and further agrees not to 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 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 Agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties
hereto.


 


No party
hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval
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 Agreement
constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the
State of New York.


 


[Signature
Page Follows]


 




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	 	Very truly yours,

         

        JIYA ACQUISITION CORP.

	 	 
	 	 
	 	By:	 /s/ Rekha Hemrajani
	 	 	Name: Rekha Hemrajani
	 	 	Title:   Chief Executive Officer



 


 

	AGREED AND
ACCEPTED BY:

                     

        JIYA HOLDING COMPANY
LLC
	 
	 	 
	 	 
	By:	 /s/ Richard Van Doren	 
	 	Name: Richard Van Doren	 
	 	Title:   Chief Financial Officer 	 



 


[Signature Page to Administrative Services
Agreement]


  






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