Exhibit 10.4


 


Banner Acquisition Corp.

1633 W. Innovation Way, 5th Floor

Lehi, UT 84043


 


September 7, 2021


 


Banner Ventures Management, LLC 


1633 W. Innovation Way, 5th Floor 


Lehi, UT 84043


 


Re:     Administrative
Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by
and between Banner Acquisition Corp. (the “Company”) and Banner Ventures Management, LLC (“Banner
Ventures Management”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration
Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-257906) (the “Registration
Statement”) is declared effective (the “Effective 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) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i)            Banner
Ventures Management shall make available (or cause other persons to make available) to the Company, at 1633 W. Innovation Way, 5th
Floor, Lehi, UT 84043 (or any successor location of Banner Ventures Management), certain office space, utilities and secretarial
and administrative support as may be reasonably required by the Company. As reimbursement therefor, the Company shall pay Banner Ventures
Management (and Banner Ventures Management will receive on behalf of itself or, to the extent it causes another person to make support
available to the Company, as nominee on behalf of such other person) the sum of $15,000 per month beginning on the Effective Date and
continuing monthly thereafter until the Termination Date. Although the sums payable hereunder are fixed, the parties intend that such
sums constitute solely a reimbursement for the costs described herein without any mark-up or other profits and agree that such fixed
sums constitute a reasonable estimate of such costs.


 


(ii)            Banner
Ventures Management 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; provided, however, that Banner Ventures Management may assign this letter agreement, in whole or in part, to Banner
SPAC Sponsor, LLC (“Sponsor”) or any other person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, Sponsor without the prior written approval of the Company. 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,
	 	 
	 	BANNER ACQUISITION CORP.
	 	 
	 	 
	 	By:	/s/
    Tanner Ainge
	 	Name:	Tanner Ainge
	 	Title:	Chief Executive Officer






 


 


AGREED TO AND ACCEPTED BY:


 


BANNER VENTURES MANAGEMENT, LLC


 


	 	 
	By:	/s/ Tanner Ainge 	 
	Name:	Tanner Ainge 	 
	Title:	Managing Member	 




 


Signature Page to Administrative Support
Agreement