Exhibit 10.4


 


EXECUTION VERSION


 


PROSPECTOR CAPITAL CORP.


1250 Prospect Street, Suite 200


La Jolla, CA 92037


 


January 6, 2021


 


Prospector Sponsor LLC


1250 Prospect Street, Suite 200


La Jolla, CA 92037


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and between Prospector Capital Corp. (the “Company”)
and Prospector Sponsor LLC (the “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 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”):


 


1. 
The Sponsor shall make available, or cause to be made available, to the Company, at 1250 Prospect Street, Suite 200, La Jolla,
CA 92037 (or any successor location), office space and secretarial and administrative services as may be reasonably required by
the Company. In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and


 


2. 
The Sponsor 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 the 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 shall
be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed
within such state, without regards to the conflicts of laws principles thereof.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	PROSPECTOR CAPITAL CORP.
	 	 	 
	 	By:	/s/ Nick Stone
	 	 	Name: Nick Stone
	 	 	Title:   Chief Financial Officer


 


	AGREED AND ACCEPTED BY:	 
	 	 
	 	 
	PROSPECTOR SPONSOR LLC	 
	 	 	 
	By: 	/s/ Nick Stone	 
	 	Name: Nick Stone	 
	 	Title:   Managing Member	 


 


 


[Signature Page to Administrative Services
Agreement]