Exhibit 10.4


 


Williams Rowland Acquisition
Corp.


 


450 Post Road East

Westport, CT 06880


 


July 26, 2021


 


Williams Trading LLC


 


450 Post Road East

Westport, CT 06880 


 


	 	Re:	Administrative Support Agreement


 


 Ladies and Gentlemen:


 


This
letter agreement by and between Williams Rowland Acquisition Corp. (the “Company”) and Williams Trading LLC (“Provider”),
dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”)
of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”)
for the Company’s initial public offering 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.	Provider shall make available, or cause to be made available, to the
Company, at 450 Post Road East, Westport, CT 06880 (or any successor location of Provider), certain office space and administrative support
services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Provider the sum of $10,000 per month
on the Effective Date and continuing monthly thereafter until the Termination Date; and



 


	 	ii.	Provider 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 all
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.


 




     


     


    

 


	 	Very truly yours,
	 	 	 
	 	WILLIAMS ROWLAND ACQUISITION CORP.
	 	 
	 	By:	/s/ David B. Williams
	 	Name:	David B. Williams
	 	Title:	Co-Chief Executive Officer
	 	 	 
	 	By:	/s/ Jonathan D. Rowland
	 	Name:	Jonathan D. Rowland
	 	Title:	Co-Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	Williams Trading LLC	 
	 	 	 
	By:	/s/ David B. Williams	 
	Name:	David B. Williams	 
	Title:	Chief Executive Officer	 



 


[Signature Page to
Administrative Services Agreement]