Exhibit 10.3


 


FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between RichSpace Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national
banking association (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-[●] (the “Registration Statement”) for the initial public
offering of the Company’s units (the “Units”), each of which consists 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 redeemable
warrant, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share (such initial public offering hereinafter
referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and
Exchange Commission (the “SEC”); and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Prime Number Capital, LLC, as representative
(the “Representative”) of the several underwriters (the “Underwriters”) named therein,
and as qualified independent underwriter; and


 


WHEREAS, as described in the
Registration Statement, $42,979,000 of the gross proceeds of the Offering and sale of the Private Placement Shares (as defined in the
Underwriting Agreement) (or $49,219,000 if the Underwriters’ option to purchase additional Units is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Class A Ordinary Shares included in the Units issued in
the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred
to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will
be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred
to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $1,400,000, or $1,610,000 if the Underwriters’ option to purchase additional Units
is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters
upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”)


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants
of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust
for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States
at Wilmington Trust, National Association;


 


(b) Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 






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(c) In a timely manner, upon
the written instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting
the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended
(or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may
not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are
uninvested awaiting the Company’s instructions hereunder;


 


(d) Collect and receive, when
due, all interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein and subject to Section 1(i) and (j) hereto;


 


(e) Promptly notify the Company
and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information
or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of tax returns
relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial
statements by the Company’s auditors;


 


(g) Participate in any plan
or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to
do so;


 


(h) Render to the Company monthly
written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of
the Trust Account only after and within two business days following (x) receipt of, and only in accordance with the terms of, a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized Representative (as such term is defined below),
and complete the liquidation of the Trust Account and distribute the Property 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 (net of any taxes payable and less up to $50,000
of interest that may be released to the Company to pay dissolution expenses) only as directed in the Termination Letter and other documents
referred to therein, or (y) upon the date which is the later of (1) 18 months after the closing of the Offering and (2) such later date
as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles
of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property 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 (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses) shall
be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives
a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it
has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust
Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders;


 






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(j) Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax
Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned
on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest
or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other
method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, as applicable; provided,
however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate
such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution so long as there is no
reduction in the principal amount per share initially deposited in the Trust Account (it being acknowledged and agreed that any such amount
in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to
look beyond said request;


 


(k) Upon written request from
the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder
Redemption Withdrawal Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to
be used to redeem Class A Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve
an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the
Company’s obligation to redeem 100% of its public Class A Ordinary Shares if the Company has not consummated an initial Business
Combination within such time as is described in the Company’s amended and restated memorandum and articles of association. The written
request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and
the Trustee shall have no responsibility to look beyond said request;


 


(l) Only release the Property
in accordance with a written instruction, signed by an Authorized Representative of the Company substantially in the form attached as
Exhibit A, B, C or D, as applicable, attached hereto (each, a “Written Direction”
and collectively, the “Written Direction”); and


 


(m) Not make any withdrawals
or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants
of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions to
the Trustee hereunder in writing, signed by an Authorized Representative of the Company. In addition, except with respect to its duties
under Sections 1(i), (j) or (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying
on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of
the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 






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(b) Subject to Section 4
hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented out-of-pocket expenses,
including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by
it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property
or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”); provided that no failure or delay by
the Trustee to so notify the Company shall relieve the Company from its obligations under this Agreement, except as and to the extent
it is found, in a final, unappealable judgment by a court of competent jurisdiction, that such failure or delay actually and materially
prejudiced the Company. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided
that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which
such consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel and at its
sole cost and expense;


 


(c) Pay the Trustee the fees
set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing fee which
fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used
to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company
shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company
shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and
as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote
of the Company’s shareholders regarding any merger, capital stock exchange, asset acquisition, share purchase, reorganization, recapitalization
or other similar business combination involving the Company and one or more businesses or entities (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;


(e) Provide the Representative
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;


 


(f) Expressly provide in any
Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A
that the Business Combination Fee be paid directly to the account or accounts directed by the Representative;


 






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(g) Instruct the Trustee to
make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement;


 


(h) Designate, on an incumbency
certificate delivered to the Trustee on the date hereof (the “Incumbency Certificate”), its authorized representatives
for purposes of this Agreement (each such individual, an “Authorized Representative” of the Company), which
shall certify that the title, contact information and specimen signature of each such Authorized Representative as set forth therein is
true and correct; and


 


(i) Amend, at any time, the
Incumbency Certificate by signing and submitting to the Trustee an amended Incumbency Certificate, which shall be effective upon receipt
by the Trustee of such amendment.


 


3. Limitations of Liability.
The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations, perform
duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly
set forth herein;


 


(b) Take any action with respect
to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except
for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so
and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Change the investment of
any Property, other than in compliance with Section 1 hereof;


 


(e) Refund any depreciation
in principal of any Property;


 


(f) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g) The other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any Written Direction, order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s counsel), statement,
instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall be deemed to be acting with reasonable
care with respect to any Written Direction if it takes such action in conformity with its standard procedures for confirming instructions
for wires applicable to the Company. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 






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(h) Verify the accuracy of the
information contained in the Registration Statement or any other filings made by the Company with the SEC;


 


(i) Provide any assurance that
any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(j) File information returns
with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company
documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k) Prepare, execute and file
tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust
Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations,
except pursuant to Section 1(j) hereof; or


 


(l) Verify calculations, qualify
or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k)
hereof.


 


The Company also agrees that
the Trustee will only be responsible for direct damages, and not for any type of indirect, special, consequential, or punitive damages,
even if the Trustee is aware of the potential for such damages.


4. Trust Account Waiver.
The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any
monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now
or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under
Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside
the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination. This
Agreement shall terminate as follows:


 


(a) If the Trustee gives written
notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the
Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement (whether
following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace the Trustee
under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 






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(b) At such time that the Trustee
has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 2(b).


 


(c) If the Offering is not consummated
within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or RichSpace
Acquisition Sponsor., as applicable, shall be returned promptly following the receipt by the Trustee of written instructions from the
Company.


 


6. Miscellaneous.


 


(a) The Company and the Trustee
each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds transferred from the Trust
Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access
to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon
all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating
to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting from any error
in the information or transmission of the funds.


(b) This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of New York, applicable to contracts wholly performed
within the borders of such state and without giving effect to conflicts of law principles that would result in application of the substantive
laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute
an original, and together shall constitute but one instrument.


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i)
through (m)1(j) hereof (which sections may not be modified, amended or deleted with the approval of the holders of at least 50%
of the then outstanding Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together
as a single class;   provided that no such amendment will affect any shareholder of the Company who has validly elected
to redeem his, her or its Class A Ordinary Shares in connection with a shareholder vote sought to amend this Agreement, this Agreement
or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by
each of the parties hereto.


 


(d) The parties hereto consent
to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving
any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT
TO TRIAL BY JURY.


 






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(e) Any notice, consent or request
to be given in connection with any of the terms or provisions of this 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, by facsimile transmission or by email:


 


if to the Trustee, to:


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


Attn: Corporate Trust Administration


Fax: (302) 636-4149


Email: rweiss@wilmingtontrust.com


 


if to the Company, to:


 


RichSpace Acquisition Corp.


1633 Old Bayshore Highway, Suite 280


Burlingame, CA 94010Attn: Bo Wu


Email: BOWU@richcore.com


 


in each case, with copies to:


 


Hunter Taubman Fischer & Li LLC


800 Third Avenue, Suite 2800


New York, NY 10022


Attn: Arila E. Zhou, Esq.


E-mail: azhou@htflawyers.com


 


and


 


Prime Number Capital, LLC


1129 Northern Blvd., Suite 404


Manhasset, New York, 11030


Attn: Xiaoyan Jiang


Email: xj@pncps.com


 


and


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Giovanni Caruso, Esq. and Sally Yin, Esq.


Email: gcaruso@loeb.com and syin@loeb.com


 






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(f) This Agreement may not be
assigned by the Trustee without the prior consent of the Company, which consent shall not be unreasonably withheld.


 


(g) Each of the Company and
the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account or the Property held in the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance.


 


(h) The Trustee hereby consents
to the inclusion of Wilmington Trust in the Registration Statement and other materials relating to the Offering and the Business Combination.


 


(i) Each of the Company and
the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third party beneficiary of this
Agreement.


 


(j) Except as specified herein,
no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


(k) In the event that any Property
shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court,
or any order, judgment or decree shall be made or entered by any court order affecting the Property, the Trustee is hereby expressly authorized,
in its reasonable discretion, to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel
of its own choosing is binding upon it. In the event that the Trustee obeys or complies with any such writ, order or decree it shall not
be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such
writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.


 


(l) The Trustee shall not be
responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising out of or caused, directly
or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars;
acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer
(hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action
(any such event, a “Force Majeure Event”). Notwithstanding anything to the contrary in this Agreement, for purposes
of all services provided pursuant to this Agreement (the “Services”), Trustee shall continuously maintain business
continuity and disaster recovery plans (including regular updates) that are consistent with then-current industry standards applicable
to similarly situated providers of services comparable to the Services. Without limiting the generality of the foregoing, the business
continuity and/or disaster recovery plans will cover the computer software, computer hardware, telecommunications capabilities and other
similar or related items of automated, computerized, software system(s) and network(s) or system(s) and will be designed, among other
things, to permit the ongoing operation and functionality of the Services on a continuous basis and/or to facilitate the continuation
and/or resumption of, the Services. In the event of disruption in the Services for any reason including the occurrence of a Force Majeure
Event that causes Trustee to be required to allocate limited resources between or among Trustee’s affected customers, Trustee shall
not do so in a manner that is intended to treat the Company less favorably than other similarly situated affected customers generally.
In addition, in the event Trustee has knowledge that there is, or has been, an incident affecting the integrity or availability of Trustee’s
business continuity and disaster recovery system (the “System”), Trustee shall endeavor to notify the Company
in writing, as promptly as practicable, of the incident.


 


(m) The Trustee shall be entitled
to consult with legal counsel in the event that a question or dispute arises with regard to the construction of any of the provisions
hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or opinion of such counsel.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	COMPANY:
	 	 
	 	RichSpace Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name: 	Bo Wu
	 	 	Title: 	Chief Executive Officer
	 	
     

    TRUSTEE:

	 	
     

    Wilmington Trust, National Association,

	 	as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Investment Management Trust
Agreement-RichSpace Acquisition Corp.]




 






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SCHEDULE A


Fee Schedule 


 


RichSpace Acquisition Corp.


Trust Services


 


Acceptance Fee:


 


[TBD]


 


 Trustee - Administration Fee  



 


$[●] per annum


 


[TBD]


 


	Out-of-Pocket Expenses:	If any, Billed At Cost


 


Rob Weiss 


Vice President Wilmington Trust, N.A.


(443) 388-0660


rweiss@wilmingtontrust.com


 







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EXHIBIT A


[Letterhead of Company]


[Insert date]


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


 


Re: Trust Account No. Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between RichSpace Acquisition Corp. (the “Company”) and Wilmington
Trust, National Association (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with (the “Target Business”) to consummate
a business combination with Target Business (the “Business Combination”) on or about [insert date]. The
Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you may agree)
of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and
to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date, all of
the funds held in the Trust Account will be immediately available for transfer to the account or accounts that Prime Number Capital, LLC.
(the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [●] awaiting distribution, neither
the Company nor the Representative will earn any interest or dividends.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies
that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) joint written
instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including
payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter,
in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of
all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	RichSpace Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name: 	Bo Wu
	 	 	Title: 	Chief Executive Officer


 


		cc:	Prime Number Capital, LLC



 




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EXHIBIT B


[Letterhead of Company]


[Insert date]


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


 


Re: Trust Account No. Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between RichSpace Acquisition Corp. (the “Company”) and Wilmington
Trust, National Association (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on and to await distribution to the
Public Shareholders. The Company has selected [●] as the record date for the purpose of determining the Public Shareholders entitled
to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations under the Trust Agreement
shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	RichSpace Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:	 Bo Wu 
	 	 	Title: 	Chief Executive Officer


 


		cc:	Prime Number Capital, LLC



     






    13


     


    

 


EXHIBIT C


[Letterhead of Company]


[Insert date]


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


 


Re: Trust Account No. Tax Payment Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between RichSpace Acquisition Corp. (the “Company”) and Wilmington
Trust, National Association (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	RichSpace Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name: 	Bo Wu
	 	 	Title: 	Chief Executive Officer


 


		cc:	Prime Number Capital, LLC



 




    14


     


    

 


EXHIBIT D


[Letterhead of Company]


[Insert date]


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


 


Re: Trust Account No. Shareholder Redemption Withdrawal
Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between RichSpace Acquisition Corp. (the “Company”) and Wilmington
Trust, National Association (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company’s shareholders $ of the principal and interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay its Public Shareholders who have properly elected to have their Class A Ordinary Shares redeemed by the Company in connection with
a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify
the substance or timing of the Company’s obligation to redeem 100% of its public Class A Ordinary Shares if the Company has not
consummated an initial Business Combination within such time as is described in the Company’s amended and restated memorandum and
articles of association. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.


 


	 	Very truly yours,
	 	 
	 	RichSpace Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:	 Bo Wu 
	 	 	Title:	 Chief Executive Officer


 


		cc:	Prime Number Capital, LLC



 


 


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