Exhibit 10.4


 


AF ACQUISITION CORP.


139 North County Road


Floor 2, Suite 35


Palm Beach, FL 33480 


 


March 18, 2021


 


AF Ventures, LP


Mistral Capital Management, LLC


c/o 139 North County Road


Floor 2, Suite 35


Palm Beach, FL 33480 


 


		Re:	Administrative Support Agreement



 


Ladies and Gentlemen:


 


This letter agreement
by and between AF Acquisition Corp. (the “Company”), AF Ventures, LP and Mistral Capital Management, LLC (AF
Ventures, LP and Mistral Capital Management, LLC, together, the “Providers”), 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
(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) The Providers shall
make available, or cause to be made available, to the Company, at 139 North County Road, Floor 2, Suite 35, Palm Beach, FL 33480
(or any successor location designated by the Providers), certain office space, utilities and secretarial and administrative support
as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Providers, collectively, a total
of $25,000 per month; and


 


(ii) Each 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,
	 	 
	 	AF ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Andrew Z. Scharf
	 	 	Name: 	Andrew Z. Scharf
	 	 	Title: 	President


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	AF VENTURES, LP	 
	 	 
	By:	/s/ Jordan Gaspar	 
	Name:	Jordan Gaspar	 
	Title:	Managing Partner 	 


 


	MISTRAL CAPITAL MANAGEMENT, LLC	 
	 	 
	By:	/s/ Andrew Heyer	 
	Name:	Andrew Heyer	 
	Title:	Chief Executive Officer	 


 


[Signature Page to Administrative Support Agreement]