EX-10.4





 Exhibit 10.4 

ESM Acquisition Corporation 

2229 San Felipe, Suite 1300 

Houston, TX 77019 

March 9, 2021 
 EMG OpCo, LP 

2229 San Felipe, Suite 1300 
 Houston, TX 77019 

Vision Blue Resources, Ltd. 
 54 Jermyn Street, 7th Floor 

London, SW1Y 6LX 
 United Kingdom 

 

	 	Re:	 Administrative Services Agreement 



Ladies and Gentlemen: 
 This Administrative
Services Agreement (this “Agreement”) by and among ESM Acquisition Corporation (the “Company”), EMG OpCo, LP and Vision Blue Resources, Ltd. (collectively, the “Providers”), 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 “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an
initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-253359) filed
with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Providers shall make available to the Company, at 2229 San Felipe, Suite 1300, Houston, TX 77019 (or any successor
location or other existing office locations of the Providers or any of its affiliates), certain office space, utilities, secretarial, administrative and support services as may be reasonably requested by the Company. In exchange therefor, the
Company shall pay each Provider the sum of $5,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date. 

Each Provider 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 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 shareholders 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 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 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 Agreement may not be amended, modified or waived as to any particular provision, except
by a written instrument executed by all parties hereto. 
 No party hereto may assign either this 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. 
 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. 
 This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. 

[Signature page follows] 












 
			
	Very truly yours,
	
	ESM ACQUISITION CORPORATION
		
	By:	 	 /s/ Sir Michael Davis

		 	Name: Sir Michael Davis
		 	Title: Chief Executive Officer and Director


  

			
	AGREED TO AND ACCEPTED BY:
	
	EMG OPCO, LP
		
	By:	 	EMG Admin, LLC
		 	its General Partner
		
	By:	 	 /s/ John T. Raymond

		 	Name: John T. Raymond
		 	Title:   Manager
	
	VISION BLUE RESOURCES, LTD.
		
	By:	 	 /s/ Sir Michael Davis

		 	Name: Sir Michael Davis
		 	Title:   Chairman

 [Signature Page to Administrative Services Agreement]