Exhibit 10.4


 


Execution Version


 


DECARBONIZATION PLUS ACQUISITION CORPORATION


2744 Sand Hill Road


Menlo Park, CA 94025


 


October 19, 2020


 


Riverstone Equity Partners LP


712 Fifth Avenue, 36th Floor


New York, NY 10019


 


		Re:	Administrative Support Agreement



 


Gentlemen:


 


This letter agreement by and between Decarbonization
Plus Acquisition Corporation (the “Company”) and Riverstone Equity Partners LP (“Riverstone”), an affiliate
of our sponsor, Decarbonization Plus Acquisition Sponsor, LLC, 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 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) Riverstone shall make available to the
Company, at 712 Fifth Avenue, 36th Floor, New York, NY 10019 (or any successor location of Riverstone), certain office
space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor,
the Company shall pay Riverstone the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination
Date; and


 


(ii) Riverstone 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,
	 	 
	 	DECARBONIZATION PLUS ACQUISITION CORPORATION



 


	 	By:	/s/ Peter Haskopoulos
	 	Name:	Peter Haskopoulos
	 	Title:	Chief Financial Officer, Chief Accounting Officer
    and Secretary



 


[Signature Page to Administrative Support
Agreement]


 



     


     


    




 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	RIVERSTONE EQUITY PARTNERS LP	 
	 	 	 
	 	By: RIVERSTONE HOLDINGS LLC,	 
	 	its general partner	 
	 	 	 
	 	By: 	/s/ Peter Haskopoulos	 
	 	Name:  	Peter Haskopoulos	 
	 	Title: 	Authorized Officer	 



 


[Signature Page to Administrative Support
Agreement]