Exhibit 10.4


 


EUROPEAN SUSTAINABLE GROWTH ACQUISITION
CORP. 


73 Arch Street, 3rd Floor

Greenwich, CT 06830


 


January 26, 2021


LRT Capital1 LLC


789 Crandon Blvd., PH1

Key Biscayne, FL 33149


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and LRT Capital1 LLC, 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 LLC (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) LRT Capital1 LLC,
the Company’s sponsor, shall make available, or cause to be made available, to the Company, at 789 Crandon Blvd., PH1, Key
Biscayne, FL 33149 (or any successor location of LRT Capital1 LLC), office space and administrative and support services. In exchange
therefor, the Company shall pay LRT Capital1 LLC the sum of $10,000 per month on the Listing Date and continuing monthly thereafter
until the Termination Date; and


 


(ii) LRT Capital1 LLC
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 letter 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, 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
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.


 


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
constitutes 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 letter agreement.


 


[Signature Page Follows]


 



     


     


    

 


	 	Very truly yours,
	 	 
	 	EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. 
	 	 	 
	 	By:	/s/ Karan Trehan
	 	 	Name: Karan Trehan
	 	 	Title: President


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	LRT CAPITAL1 LLC	 
	By its managing member LRT Capital LLC	 
	 	 	 	 
	By:	/s/ Pieter Taselaar	 
	 	Name: 	 Pieter Taselaar	 
	 	Title:	Manager	 


 


[Signature Page to Administrative Services
Agreement]