Exhibit 10.2


 


[●], 2021


RichSpace Acquisition Corp.


1633 Old Bayshore Highway, Suite 280


Burlingame, CA 94010


 


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”) to
be entered into by and between RichSpace Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Prime Number
Capital, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and
collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”),
of 4,000,000 of the Company’s units (including up to 600,000 units that may be purchased to cover over-allotments, if any) (the
“Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class
A Ordinary Shares”), and one-half of one warrant. Each one whole warrant (each, a “Warrant”) entitles the holder thereof
to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
pursuant to a registration statement on Form S-1 (File No. 333-[●]) and prospectus (the “Prospectus”) filed by the Company
with the Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units listed on the
Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section 11 hereof.


 


In order to induce the Company
and the Representative 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, RichSpace Acquisition Sponsor. (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1. The Sponsor and each Insider
agrees (A) to vote any Shares owned by it, him or her in favor of any proposed Business Combination; (B) not to propose, or vote in favor
of, prior to and unrelated to an initial Business Combination, an amendment to the Charter that would affect the substance or timing of
the Company’s redemption obligation to redeem all Public Shares if we cannot complete an initial Business Combination within the
time period set forth in the Charter, unless we provide Public Shareholders an opportunity to redeem their Public Shares in conjunction
with any such amendment; (C) not to redeem any Shares owned by it, him or her into the right to receive cash from the Trust Account in
connection with such shareholder approval or sell any Shares to us in any tender offer in connection with Company’s proposed initial
Business Combination; and (D) not to participate in any liquidating distribution upon winding up if a Business Combination is not consummated
within 12 months from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends
the period of time to consummate a Business Combination).


 






     


     


    

 


2. The Sponsor and each Insider
hereby agrees that in the event that the Company fails to consummate a 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, subject to lawfully available funds
therefor, redeem 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 any taxes
(less up to $50,000 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to
the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.


 


The Sponsor and each Insider
acknowledges that it, he or she 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, him or her. The
Sponsor and each Insider hereby further waives any claim such Sponsor or Insider 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 except in
each case with respect to the Insider’s right to a pro rata interest in the proceeds held in the Trust Fund for any Public Shares
such Sponsor or Insider may hold.


 


3. 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, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease 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 Units, Class A Ordinary Shares, Founder Shares,
Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares owned by it, him or her, (ii)
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Units, Class A Ordinary Shares, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for,
Class A Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this
Section 3 or Section 7 below, the Company shall announce the impending release or waiver by press release through a major news service
at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two
business days after the publication date of such press release. The provisions of this Section will not apply if the release or waiver
is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described
in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 






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4. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers
of the Sponsor) 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, or any claim whatsoever) 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 or (ii) a prospective target business with which the Company
has entered into a letter of intent, confidentiality or other similar agreement or a Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such
claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the
Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.20 per one Public Share or (ii) such lesser
amount per share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the
Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes,
except as to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust
Account and except as to any claims under the Company’s indemnity of the Representative against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third
party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The Sponsor 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 Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 


5. To the extent that the Representative
does not exercise its over-allotment option to purchase up to an additional 600,000 Units within 45 days from the date of the Prospectus
(and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal
to 150,000 multiplied by a fraction, (i) the numerator of which is 600,000 minus the number of Units purchased by the Representative upon
the exercise of their over-allotment option, and (ii) the denominator of which is 600,000.





6. The Sponsor and each Insider
hereby agrees and acknowledges that: (i) the Representative and the Company would be irreparably injured in the event of a breach by such
Sponsor or an Insider of its, his or her obligations under Sections 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter Agreement
(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. (a) The Sponsor and each
Insider agrees that it, he or she shall not (i) Transfer 50% of their Founder Shares until the earlier of (A) six months after the consummation
of the Company’s initial Business Combination or (B) the date on which the closing price of the Class A Ordinary Shares equals or
exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days
within any 30-trading day period commencing after the Company’s initial Business Combination or (ii) Transfer the remaining 50%
of their Founder Shares until six months after the date of the consummation of the Company’s initial Business Combination, or earlier
in either case, if subsequent to the Company’s initial Business Combination the Company completes a subsequent liquidation, merger,
share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to
exchange their Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).


 






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(b) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Private Placement Units (or Warrants and Class A Ordinary Shares issued or issuable upon
the conversion of the Private Placement Units), until 30 days after the completion of a Business Combination (the “Private Placement
Units Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions
set forth in Sections 7(a) and (b), Transfers of the Founder Shares, Private Placement Units and Warrants and Class A Ordinary Shares
issued or issuable upon the exercise or conversion of the Private Placement Units and that are held by the Sponsor, any Insider or any
of their permitted transferees (that have complied with this Section 7(c)), are permitted (a) to the Company’s officers or directors,
any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of
the Sponsor; (b) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the
beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case
of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers 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 securities were originally purchased;
(f) transfers by virtue of the laws of the Cayman Islands or the memorandum and articles of association of the Sponsor upon dissolution
of the sponsor; (g) transfers in the event of the Company’s liquidation prior to the completion of the Company’s initial Business
Combination; (h) transfer to the Company for no value for cancellation in connection with the consummation of its initial Business Combination;
and (i) transfers in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction
which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities
or other property subsequent to the Company’s completion of its initial Business Combination; provided, however, that in the case
of clauses (a) through (h), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.


 


8. The Sponsor and each Insider
represents and warrants that it, he or she 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. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she 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; it or he 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 it or he is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in the
Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company,
shall receive from the Company any finder’s fee, reimbursement, or cash payments 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).


 






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10. Each Insider has full right
and power, without violating any agreement to which it 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 and/or
director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of
the Company.


 


11. As used herein, (i) “Business
Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination,
involving the Company and one or more businesses; (ii) “Shares” shall mean, collectively, the shares of the Company, including
the Class A Ordinary Shares and the Class B Ordinary Shares; (iii) “Founder Shares” shall mean the 1,150,000 of the Class
B Ordinary shares, par value $0.0001 per share, initially issued to the Sponsor (up to 150,000 Shares of which are subject to complete
or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) for an aggregate purchase price
of $25,000, or $0.02 per share, prior to the consummation of the Public Offering, that will either at the discretion of the holders at
any time after the issuance or otherwise automatically or automatically convert into the Class A Ordinary Shares at the closing of the
Company’s initial Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights; (iv)
“Private Placement Units” shall mean the 297,900 (or up to 321,900 units if the Representative in the Public Offering exercises
its over-allotment option to purchase additional units), at $10.00 per unit, in a private placement that shall close simultaneously with
the consummation of the Public Offering (including the Class A Ordinary Shares and warrants included in the Private Placement Unit and
the Class A Ordinary Shares issuable upon exercise of such warrants underlying the Private Placement Units); (v) “Private Placement
Shares” shall mean the Class A Ordinary Shares underlying the Private Placement Units; (vii) “Public Shareholders” shall
mean the holders of Class A Ordinary Shares issued in the Public Offering; (vi) “Public Shares” shall mean the Class A Ordinary
Shares issued in the Public Offering; (ix) “Trust Account” shall mean the trust fund into which a portion of the net proceeds
of the Public Offering shall be deposited; (x) “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 (xi) “Charter”
shall mean the Company’s memorandum and articles of association, as the same may be amended from time to time.


 


12. 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.


 


13. 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 Section 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 and each Insider and their respective
successors, heirs and assigns and permitted transferees.


 






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14. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or
claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the
parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15. 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.


 


16. 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. 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. 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.


 


19. This Letter Agreement shall
terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided further that Section
4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]










 






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	 	Sincerely,
	 	 	 
	 	Richspace Acquisition SPONSOR.
	 	 	 
	 	By:	 
	 	 	Bo Wu
	 	 	Sole member 



 


	 	 	 
	 	 	Bo Wu


 


	 	 	 
	 	 	Jianyong Zhang


 


	 	 	 
	 	 	Jimin Zhuo


 


	 	 	 
	 	 	Ke Song


 


	 	 	 
	 	 	Shitao Xu


 


Acknowledged and Agreed:


 


	Richspace Acquisition CORP.	 
	 	 	 
	By:	 	 
	 	Bo Wu	 
	 	CEO and Director 	 


 


[Signature Page to Letter Agreement-RichSpace
Acquisition Corp.]


 


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