Exhibit 10.4


 


NextGen Acquisition Corp. II

2255 Glades Road, Suite 324A

Boca Raton, FL 33431


 


March 22, 2021


 


NextGen Sponsor II LLC


800 South Street, Suite 160


Waltham, MA 02453


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This Administrative Services Agreement (this
“Agreement”) by and between NextGen Acquisition Corp. II (the “Company”) and NextGen Sponsor II LLC (the
“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 Nasdaq Stock Market LLC (the “Listing Date”) and continuing until the earlier of
the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described
in the Registration Statement on Form S-1 (File No. 333- 253848) filed with the Securities and Exchange Commission) (such earlier
date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 2255
Glades Road, Suite 324A, Boca Raton, FL 33431 (or any successor location or other existing office locations of the Provider or
any of its affiliates), certain office space, administrative, financial and support services as may be reasonably requested by
the Company. In exchange therefor, the Company shall pay the Provider the sum of $20,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date.


 


The Provider hereby irrevocably waives any
and all right, title, interest, causes of action and claims of any kind (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 as a result of, or arising
out of, this Agreement, 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 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 Agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 






    


     


    

 


No party hereto may assign either this 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.


 


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.


 


This 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.


 


[Signature page follows]


 




    2


     


    

 


	 	Very truly yours,
	 	 
	 	NEXTGEN ACQUISITION CORP. II
	 	 	 
	 	By:	 /s/ Patrick T. Ford
	 		Name: Patrick T. Ford
	 		Title: Chief Financial Officer and Secretary



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	Nextgen sponsor II LLC	 
	 	 	 
	By:	 /s/ Gregory L. Summe	 
		Name: Gregory L. Summe	 
		Title: Director	 






 


 


[Signature Page to Administrative Services
Agreement]