Exhibit 10.4 


 


Execution Version


 


RODGERS SILICON VALLEY ACQUISITION CORP. 


535 Eastview Way 


Woodside, CA 94062


 


December 1, 2020


 


Rodgers Capital, LLC

535 Eastview Way 


Woodside, CA 94062


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (the “Company”) and Rodgers
Capital, LLC, a California limited liability company (“Rodgers LLC”) 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 (Registration No. 333-250042) and related 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 (as defined in the Registration Statement) 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) Rodgers LLC
shall make available, or cause to be made available, to the Company, at 535 Eastview Way, Woodside, CA 94062 (or any successor
location of Rodgers LLC), certain office space, utilities and secretarial and administrative support as may be reasonably required
by the Company. In exchange therefor, the Company shall pay Rodgers LLC the sum of $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(ii) Rodgers 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 in or to, and any and all right to seek payment of any amounts due to it (each, a “Claim”)
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 law principles.


 


[Signature Page Follows]





 






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	 	Very truly yours,
	 	 
	 	RODGERS SILICON VALLEY ACQUISITION CORP.  
	 	 
	 	By:	/s/Thurman J. Rodgers
	 	Name:	Thurman J. Rodgers
	 	Title: 	Chief Executive Officer
	 	 


 


	 	
        AGREED TO AND ACCEPTED
BY:

	 	 
	 	RODGERS CAPITAL, LLC  
	 	 
	 	By:  	/s/Thurman J. Rodgers
	 	Name:	Thurman J. Rodgers
	 	Title:	Manager 


 


[Signature Page to Administrative
Support Agreement]