Exhibit
10.4


 


Twelve
Seas Investment Company II 


2685
Nottingham Avenue


Los
Angeles, CA 90027 


 


February
25, 2021


 


Twelve
Seas Capital, Inc.


2685
Nottingham Avenue


Los Angeles, CA 90027


 


Re: Administrative
Support Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement by and between Twelve Seas Investment Company II (the “Company”) and Twelve Seas Capital, Inc. (“Twelve
Capital”), 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”):


 


(i)
Twelve Capital shall make available, or cause to be made available, to the Company, at 2685 Nottingham Avenue, Los Angeles,
CA 90027 (or any successor location of Twelve Capital), certain office space, utilities and secretarial and administrative support
as may be reasonably required by the Company. In exchange therefor, the Company shall pay Twelve Capital the sum of $10,000 per
month on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii)
Twelve Capital 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 letter 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”)
as a result of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, 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 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, without giving effect to its choice of law principles. 


 


[Signature
Page Follows] 


 






     


     


    

 


	 	Very
    truly yours,
	 	 
	 	TWELVE SEAS INVESTMENT COMPANY II
    
	 	 	 
	 	By:	 /s/
    Dimitri Elkin
	 	 	Name:	Dimitri Elkin
	 	 	Title:	Chief Executive Officer


 


AGREED
TO AND ACCEPTED BY:


 


TWELVE
SEAS CAPITAL, INC.


 


	By:	/s/
Dimitri Elkin	 
	 	Name: Dimitri Elkin	 
	 	Title:   Director	 


 


[Signature
Page to Administrative Support Agreement]