Exhibit 10.4


 


IRON SPARK I INC.


125 N Cache St. 2nd Floor


Jackson, Wyoming 83001


June 8, 2021


Iron Spark I LLC

125 N. Cache St.

2nd Floor

Jackson, WY83001


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between Iron Spark I Inc., a Delaware corporation (the “ Company”) and Iron Spark LLC, a Delaware limited liability company
(“Iron Spark LLC”) will confirmour 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 (Registration No. 333-253775)
and related 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 (as defined in the Registration Statement) 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)       Iron
Spark LLC shall make available, or cause to be made available, to the Company, at 125 N Cache St. 2nd Floor, Jackson, Wyoming 83001 (or
any successor location of Iron Spark LLC), certain office space, utilities and secretarial and administrative support as may be reasonably
required by the Company. In exchange therefor, the Company shall pay Iron Spark LLC the sumof $10,000 p er month on the Listing Date and
continuing monthly thereafter until the Termination Date; and


 


(ii)       Iron
Spark LLC 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 in or to, and any and all right to seek payment of any amounts due to it (each, a “Claim”) 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
Claimit may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or o
ther 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 t he 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 an d shal 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]


 


		Very truly yours,



 


	 	IRON SPARK I INC.
	 	 
	 	By: 	/s/ Alexander P. Oxman
	 	Name: 	Alexander P. Oxman
	 	Title: 	Chief Financial Officer
	 	 
	 	AGREED TO AND ACCEPTED BY:
	 	 
	 	IRON SPARK I INC.
	 	 
	 	By: 	/s/ Joshua L. Spear
	 	Name: 	Joshua L. Spear
	 	Title: 	Chief Executive Officer



 






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