Exhibit 10.4


 


Execution Version


 


Worldwide Webb Acquisition Corp.

770 E Technology Way F13-16

Orem, UT 84097


 


October 19, 2021


 


Worldwide Webb Acquisition Sponsor, LLC

770 E Technology Way F13-16

Orem, UT 84097


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This Administrative Services Agreement (this “Agreement”)
by and between Worldwide Webb Acquisition Corp. (the “Company”), and Worldwide Webb Acquisition Sponsor, LLC (the “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
Nasdaq Global Market (the “Nasdaq”) (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. 333-259801) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred
to as the “Termination Date”), the Provider shall make available to the Company, at 770 E Technology Way F13-16, Orem,
UT 84097 (or any successor location or other existing office locations of the Provider 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 the Provider the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date.


 


The 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.


 


This Agreement constitutes the entire relationship
of the parties hereto with respect to the subject matter described herein 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.


 


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,
	 	 
	 	WORLDWIDE WEBB ACQUISITION CORP.
	 	 
	 	By:	/s/
    Daniel S. Webb
	 	 	Name:	Daniel S. Webb
	 	 	Title:	Chief Executive Officer, Chief Financial Officer
    and Director




 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	WORLDWIDE WEBB ACQUISITION SPONSOR,
    LLC	 
	 	 
	By:	/s/
    Daniel S. Webb	 
	 	Name:	Daniel S. Webb	 
	 	Title:	Chief Executive Officer and Chief Financial Officer	 






 


[Signature Page to Administrative Services Agreement]