Exhibit 10.4


 


SportsMap Tech Acquisition Corp.


5353 West Alabama, Suite 415


Houston, Texas 77056


 


October 18, 2021


 


Gow Media, LLC


5353 West Alabama, Suite 415


Houston, Texas 77056


 


Re: Administrative
Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between SportsMap Tech Acquisition Corp. (the “Company”) and Gow Media, LLC (the “Gow Media”),
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 Global 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 (i) the consummation by the Company of an initial business combination, (ii) the Company’s liquidation, or (iii) 18 months
after the Listing Date, or such later date as may be approved by stockholders as described in the Registration Statement (in each case
as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i) Gow Media shall make available, or cause to
be made available, to the Company, at 5353 West Alabama, Suite 415 Houston, Texas 77056 (or any successor location of the Company),
certain office space, utilities and secretarial and administrative services as may be reasonably required by the Company. In exchange
therefor, the Company shall pay to Gow Media the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until
the Termination Date; and


 


(ii) Gow Media 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 Delaware, without
giving effect to its choice of law principles.





 










[Signature Page Follows]


 






     


     


    

 


	 	
     

    

    Very truly yours,

	 	 
	 	SPORTSMAP TECH ACQUISITION CORP.
	 	 	 
	 	By:	 /s/ David Gow 
	 	 	Name:	 David Gow
	 	 	Title: 	 Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


GOW MEDIA, LLC


 


	By:	 /s/ David Gow 	 
	 	Name: David Gow 	 
	 	Title:   Manager 	 


 


DC:82298182.2


 


[Signature Page to the
Administrative Services Agreement]