Exhibit 10.7

   

  RIVERVIEW ACQUISITION CORP. 

  510 South Mendenhall Road, Suite 200

  Memphis, TN 38117

      

      April [●], 2021

   

  Riverview Sponsor Partners, LLC

  510 South Mendenhall Road, Suite 200

  Memphis, TN 38117

   

  	 	Re:	Administrative Services Agreement


   

  Gentlemen:

   

  This letter agreement by and between Riverview Acquisition Corp. (the “Company”)
      and [●] (“Provider”), 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 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) Provider or one of its affiliates shall make available to the
      Company, at 510 South Mendenhall Road, Suite 200, Memphis, TN 38117 (or any successor location of Provider or its affiliates), shared personnel support services as may be reasonably requested by the Company. In exchange therefor, the Company shall
      pay Provider or its affiliate the sum of up to $5,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and

   

  (ii) Provider 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 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 Tennessee, without giving effect to its choice of laws
      principles.

   

  [Signature Page Follows]

   

  
      

    
      
 

  

   

  	
          Very truly yours, 

        	 
	 	 
	 	 
	RIVERVIEW ACQUISITION CORP. 	 
	 	 
	By:	 	 	 
	 	Name:	 R. Brad Martin	 
	 	Title:	 Chairman and Chief Executive Officer	 


    

  AGREED TO AND ACCEPTED BY:

   

  	 	 
	RIVERVIEW SPONSOR PARTNERS, LLC 	 
	 	 
	By:	 	 	 
	 	Name:	 Scott Imorde	 
	 	Title:	 President and Chief Executive Officer	 


   

  

  [Signature Page to Administrative Services Agreement – Riverview Acquisition Corp.]