Exhibit 10.4


 


 


Primavera Capital Acquisition Corporation





41/F Gloucester Tower, 15 Queen’s
Road Central, Hong Kong


 


January 21, 2021


 


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 Primavera Capital Acquisition Corporation
(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”), Primavera Capital Acquisition LLC shall make
available to the Company certain office space and administrative and support services as may be required by the Company from time
to time, at 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong. In exchange therefore, the Company shall pay Primavera
Capital Acquisition LLC up to $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.


 


Primavera Capital Acquisition LLC 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 and will not seek recourse against the Trust Account
for any reason whatsoever.


 


This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of this Agreement
by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New
York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable
law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective for all purposes.


 


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 this agreement or any rights, interests
or contracted 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, construed in accordance
with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles.


 





 


	 	Very
truly yours,
	 	 
	 	 
	 	Primavera Capital Acquisition Corporation
	 	By:	/s/ Tong Chen
	 	 	Name:Tong Chen
	 	 	Title:Chief Executive Officer



 


 


[Signature page to Administrative Services
Agreement]


 



     


     


    




 


	 	AGREED TO AND ACCEPTED BY:
	 	 
	 	 
	 	Primavera Capital Acquisition LLC
	 	By:	/s/ Fred Hu
	 	 	Name:Fred Hu
	 	 	Title:Managing Member



 


 


[Signature page to Administrative Services
Agreement]