Exhibit 10.4


EXECUTION


 


SWITCHBACK ENERGY ACQUISITION CORPORATION


5949 Sherry Lane, Suite 1010


Dallas, TX 75225


 


July 25, 2019


 


NGP Switchback, LLC


5949 Sherry Lane, Suite 1010


Dallas, TX 75225


 


		Re:	Administrative Services Agreement



 


Gentlemen:


 


This letter agreement by and between Switchback
Energy Acquisition Corporation (the “Company”) and NGP Switchback, LLC (“NGP”), 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 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) NGP shall make available to the Company,
at 5949 Sherry Lane, Suite 1010, Dallas, TX 75225 (or any successor location of NGP), certain office space, utilities, secretarial
support and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay NGP
the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


NGP 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]


 




    1


     


    

 


	 	Very truly yours,
	 	 
	 	SWITCHBACK ENERGY ACQUISITION CORPORATION
	 	 	 	 
	 	By:	/s/ Jim Mutrie
	 	 	Name:	Jim Mutrie
	 	 	Title:	Secretary


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	NGP SWITCHBACK, LLC	 
	 	 	 	 
	By:	/s/ Jim Mutrie	 
	 	Name:	Jim Mutrie	 
	 	Title:	Secretary	 


 


[Signature Page to Administrative Services
Agreement]