Exhibit 10.4


 


Athena Technology Acquisition Corp.


125 Townpark Drive, Suite 300


Kennesaw, GA 30144


March 16, 2021


 


Athena Technology Sponsor LLC


125 Townpark Drive, Suite 300


Kennesaw, GA 30144


 


	 	Re:	Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by
and between Athena Technology Acquisition Corp. (the “Company”) and Athena Technology Sponsor LLC (“Provider”),
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 New York Stock Exchange (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”):


 


(i) Provider shall make
available, or cause to be made available, to the Company, at 125 Townpark Drive, Suite 300, Kennesaw, GA 30144 (or any successor
location of Provider), certain office space, utilities and secretarial and administrative services as may be reasonably required
by the Company. In exchange therefor, the Company shall pay Provider the sum of $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(ii) Provider 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 stockholders of the Company and into which substantially all of the proceeds
of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising out
of, this letter agreement, 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 law principles.


 


[Signature page follows] 


 




     


     


    

 


	
        
	Very truly yours,
	 	 
	 	ATHENA TECHNOLOGY ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Phyllis W. Newhouse
	 	 	Name:  	Phyllis W. Newhouse 
	 	 	Title:	Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


ATHENA TECHNOLOGY SPONSOR LLC


 


	By:	/s/
Phyllis W. Newhouse	 
	 	Name:  	Phyllis W. Newhouse	 
	 	Title:	Managing Member	 


 


[Signature Page to Administrative Services
Agreement]