Exhibit 10.4


 


 GOGREEN INVESTMENTS CORPORATION


1021 Main St., Suite #1960


Houston, TX 77002 


 


October 20, 2021


 


GoGreen Sponsor 1 LP


1021 Main St., Suite #1960


Houston, TX 77002 


 


	 	Re:	Administrative Services Agreement


 


Gentlemen:


 


This letter agreement by and
between GoGreen Investments Corporation, a Cayman Islands exempted company (the “Company”) and GoGreen Sponsor 1 LP
(“Sponsor”), 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 “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) Sponsor or one of
its affiliates shall make available to the Company, at 1021 Main St., Suite #1960 Houston, Texas 77002 (or any successor location of
Sponsor or its affiliates), certain office space, administrative and support services as may be reasonably requested by the Company.
In exchange therefor, the Company shall pay Sponsor the sum of $10,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and


 


(ii) Sponsor 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 shareholders
of the Company and into which substantially all of the proceeds of the Company’s initial public offering and sale of the Placement
Units (as described in the Registration Statement) 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 the State of New York, without giving
effect to its choice of laws principles.


 


This letter 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. Delivery of a signed counterpart of this letter agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this letter agreement.


 


[Signature pages follows]


 






     


     


    

 


	Very truly yours,	 
	 	 
	GOGREEN INVESTMENTS CORPORATION	 
	 	 
	By:	/s/ John Dowd	 
	 	Name: 	John Dowd	 
	 	Title:	Chief Executive Officer	 


 


AGREED TO AND ACCEPTED BY:


 


GOGREEN SPONSOR 1 LP


 


	By:	/s/ John Dowd	 
	 	Name: 	John Dowd	 
	 	Title:	Managing Member	 


 


[Signature Page to Administrative Services Agreement]