Exhibit
10.4


 


Execution
Version


 


TORTOISE
ACQUISITION CORP.


452
Fifth Avenue, 14th Floor


New
York, NY 10018


 


February
27, 2019


 


Tortoise
Sponsor LLC


11550
Ash Street, Suite 300


Leawood,
KS 66211


 


		Re:	Administrative
Services Agreement



 


Ladies
and Gentlemen:


 


This
letter agreement by and between Tortoise Acquisition Corp. (the “Company”) and Tortoise Sponsor LLC (the “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 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)
The Sponsor shall make available to the Company, at 452 Fifth Avenue, 14th Floor, New York, NY 10018 (or any successor location
of the 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 the Sponsor the sum of $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


The
Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (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
as a result of, or arising out of, this letter agreement, 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, 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,
	 	 
	 	TORTOISE
    ACQUISITION CORP.
	 	 	 	 
	 	By:	/s/
    Vincent     T. Cubbage
	 	 	Name:	Vincent
    T. Cubbage
	 	 	Title:	President
    and Chief Executive Officer


 


AGREED
TO AND ACCEPTED BY:


 


TORTOISE
SPONSOR LLC


 


	By:	/s/
    Connie     Savage	 
	 	Name:	Connie
    Savage	 
	 	Title:	Chief
    Financial Officer, Secretary and Treasurer	 


 


 





[Signature Page to Administrative Services
Agreement]