Exhibit 10.4

      

      

      DEEP LAKE CAPITAL ACQUISITION CORP.

      930 Tahoe Blvd, Suite 802, PMB 381

      Incline Village, NV 89451

      

      

      January 12, 2021

      

      

      Deep Lake Capital Management LLC

      930 Tahoe Blvd, Suite 802, PMB 381

      Incline Village, NV 89451

      

      

      Ladies and Gentlemen:

      

      

      This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration
          Statement”) for the initial public offering (the “IPO”) of the securities of Deep Lake Capital Acquisition Corp.
        (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination
        and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Deep Lake Capital Management LLC (the “Provider”) shall take steps directly
        or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 930 Tahoe Blvd, Suite 802, PMB 381, Incline Village, NV 89451 (or any
        successor location). In exchange therefore, the Company shall pay the Provider a sum of $15,000 per month commencing on the Effective Date and continuing monthly thereafter until the Termination Date. The Provider hereby agrees that it does not
        have any right, title, interest or claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account
        (the “Trust Account”) that may be established in connection with and upon the consummation of the IPO and hereby irrevocably
        waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not 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.

      

      

      The parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent 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 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 that will apply the laws of another jurisdiction.

      

      

      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. 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 Page Follows]

      
        
          


      

      

      

      

      

      

      

      	 	
              Very truly yours,

            
	 	 
	 	 
	 	
              DEEP LAKE CAPITAL ACQUISITION CORP.

            
	 	 
	 	
              By:

            	
              
                /s/ Mark Lavelle

              

            
	 	
              Name:

            	
              Mark Lavelle

            
	 	
              Title:

            	
              Chief Executive Officer

            
	 	 
	 	 


      

      

      	
              AGREED TO AND ACCEPTED BY:

            	 
	 	 
	
              DEEP LAKE CAPITAL MANAGEMENT LLC

            	 
	 	 
	 	 
	
              By:

            	
              
                /s/ Michael Cyrus

              

            	 
	
              Name:

            	
              Michael Cyrus

            	 
	
              Title:

            	
              Authorized Signatory