EX-10.2





 Exhibit 10.2 

Adit EdTech Acquisition Corp. 

1345 Avenue of Americas, 33rd Floor 

New York, NY 10105 
 January 11, 2021

 Adit EdTech Sponsor, LLC 
 1345 Avenue of Americas, 33rd
Floor 
 New York, NY 10105 
 Ladies and Gentlemen: 

This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any
securities of Adit EdTech Acquisition Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the
“IPO”) are listed on the New York Stock Exchange, and continuing until the earlier of (a) the consummation by the Company of an initial business combination and (b) the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Adit EdTech Sponsor, LLC (“Sponsor”) shall make available to the Company certain general
and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 1345 Avenue of Americas, 33rd Floor, New
York, NY 10105 (or any successor location). In exchange therefor, the Company shall pay Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Sponsor hereby agrees that it does not
have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be established upon the consummation of the IPO as a result of this letter
agreement (the “Claim”) and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this letter agreement and will not seek recourse against 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 all
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. 

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. 
 [Signature
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	Very truly yours,
	
	ADIT EDTECH ACQUISITION CORP.
		
	By:	 	 /s/ David L. Shrier

	Name: David L. Shrier
	Title: Chief Executive Officer


  

			
	AGREED TO AND ACCEPTED BY:
	
	ADIT EDTECH SPONSOR, LLC 
		
	By:	 	 /s/ Eric Munson

	Name: Eric Munson
	Title: Chairman of the Board of Directors


[Signature Page to Administrative Services Agreement]