Exhibit 10.4


  


SOFTWARE ACQUISITION GROUP INC.


1980 Festival Plaza Drive, Ste. 300


Las Vegas, Nevada 89135


November 19, 2019


 


Software Acquisition Holdings LLC


1980 Festival Plaza Drive, Ste. 300


Las Vegas, Nevada 89135


  


Re: Administrative
Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between Software Acquisition Group Inc. (the “Company”) and Software Acquisition Holdings LLC (“Software
Holdings”), 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 (File No. 333-234327) (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) Software Holdings
shall make available, or cause to be made available, to the Company, at 1980 Festival Plaza Drive, Ste. 300, Las Vegas, Nevada
89135 (or any successor location of Software Holdings), certain office space, utilities and secretarial and administrative
support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Software Holdings the sum of
$10,000 per month beginning on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii) Software Holdings
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 New York, without giving effect to its choice of law principles.


 


[Signature Page Follows]


  



     


     


    

 


	 	Very truly yours,
	 	 
	 	SOFTWARE ACQUISITION GROUP INC.
	 	 	 
	 	By:	/s/
Jonathan S. Huberman
	 	 	Name: 	 Jonathan Huberman 
	 	 	Title:	Chief Executive
Officer


 


AGREED TO AND ACCEPTED BY:


SOFTWARE ACQUISITION HOLDINGS LLC


  


	By:	/s/ Jonathan S. Huberman	 
	 	Name: 	 Jonathan Huberman	 
	 	Title:	Authorized
Signatory	 


 


 


 


 


 


 


 


 


 


[Signature Page to Administrative Support
Agreement]