Exhibit 10.4


 


Bannix Acquisition Corp.


300 Tice Blvd., Suite 315


Woodcliff Lake, NJ 07677


 


September 10, 2021


 


Bannix Management LLP

300 Tice Blvd., Suite 315

Woodcliff Lake, NJ 07677


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by
and between Bannix Acquisition Corp. (the “Company”) and Bannix Management LLP (“Partnership”), 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) Partnership shall make
available, or cause to be made available, to the Company, at 300 Tice Blvd., Suite 315, Woodcliff Lake, NJ 07677 (or any successor
location of Partnership), certain office space, utilities and secretarial and administrative services as may be reasonably required
by the Company. In exchange therefor, the Company shall pay to Partnership the sum of $5,000 per month on the Listing Date and
continuing monthly thereafter until the Termination Date; and


 


(ii) Partnership 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 Delaware,
without giving effect to its choice of law principles.


 






    	 



    	 



    

 


	 	 	 	Very truly yours,
	 	 	 	 	 
	 	 	 	BANNIX ACQUISITION CORP.
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	  
	 	 	 	Title:	 
	 	 	 	 	 
	AGREED TO AND ACCEPTED BY:	 	 	 
	 	 	 	 	 
	BANNIX MANAGEMENT LLP	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:	  	 	 	 
	Title:	 	 	 	 
	 	 	 	 	 
	By: