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Administrative Services Agreement, dated July 25, 2019, between the Company and the Sponsor

Contract Categories: Business Operations - Services Agreements
EX-10.4 7 f8k072519ex10-4_switchback.htm ADMINISTRATIVE SERVICES AGREEMENT

Exhibit 10.4

EXECUTION

 

SWITCHBACK ENERGY ACQUISITION CORPORATION

5949 Sherry Lane, Suite 1010

Dallas, TX 75225

 

July 25, 2019

 

NGP Switchback, LLC

5949 Sherry Lane, Suite 1010

Dallas, TX 75225

 

Re:Administrative Services Agreement

 

Gentlemen:

 

This letter agreement by and between Switchback Energy Acquisition Corporation (the “Company”) and NGP Switchback, LLC (“NGP”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):

 

(i) NGP shall make available to the Company, at 5949 Sherry Lane, Suite 1010, Dallas, TX 75225 (or any successor location of NGP), certain office space, utilities, secretarial support and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay NGP the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and

 

NGP hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (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 letter 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 letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

 

This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.

 

No party hereto may assign either this letter 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 letter agreement, 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, without giving effect to its choice of laws principles.

 

[Signature page follows]

 

1

 

 

  Very truly yours,
   
  SWITCHBACK ENERGY ACQUISITION CORPORATION
       
  By: /s/ Jim Mutrie
    Name: Jim Mutrie
    Title: Secretary

 

AGREED TO AND ACCEPTED BY:  
   
NGP SWITCHBACK, LLC  
       
By: /s/ Jim Mutrie  
  Name: Jim Mutrie  
  Title: Secretary  

 

[Signature Page to Administrative Services Agreement]