Exhibit 10.4


 


Execution Version


 


SPARTAN ACQUISITION CORP. II


9 West 57th Street, 43rd Floor


New York, NY 10019


 


November 24, 2020


 


Spartan Acquisition Sponsor II LLC


9 West 57th Street, 43rd Floor


New York, NY 10019


 


		Re:	Administrative Services Agreement



 


Gentlemen:


 


This letter agreement
by and between Spartan Acquisition Corp. II (the “Company”) and Spartan Acquisition Sponsor II LLC (“Sponsor”),
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 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) Sponsor
shall make available to the Company, at 9 West 57th Street, 43rd Floor, New York, NY, 10019 (or
any successor location of Sponsor), certain office space, utilities, secretarial support and administrative services as may be
reasonably required by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $10,000 per month on the Listing
Date and continuing monthly thereafter until the Termination Date; and


 


Sponsor 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”), 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.


 


[Signature page follows]


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	SPARTAN ACQUISITION CORP. II
	 	 
	 	By:	/s/ Geoffrey Strong
	 	 	Name:  	Geoffrey Strong
	 	 	Title:	Chief Executive Officer


 


	AGREED TO ACCEPTED BY:	 
	 	 
	SPARTAN ACQUISITION SPONSOR II LLC	 
	 	 
	By: 	/s/ Geoffrey Strong	 
	 	Name:  	Geoffrey Strong	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Administrative Services
Agreement]