Exhibit 10.4


 





FG MERGER CORP.


105 S. Maple Street


Itasca, Illinois 60143


 


February 25, 2022


 


FG Merger Investors LLC


105 S. Maple Street


Itasca, Illinois 60143


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this
 “Agreement”) by and among FG Merger Corp. (the “Company”) and FG Merger Investors
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 Nasdaq Global Market (the “Listing Date”), pursuant to a Registration
Statement on Form S-1 and 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 or the Company’s liquidation
(in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


1. The Sponsor shall make
available, or cause to be made available, to the Company, at 105 S. Maple Street, Itasca, Illinois 60143 (or any successor location),
office space, utilities, and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor,
the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date;
and


 


2. The Sponsor 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 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 as a result of, or arising out of, this 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 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 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 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 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,
	 	 
	 	FG MERGER CORP.
	 	 	 
	 	By: 	/s/ M. Wesley Schrader
	 	 	Name:  	M. Wesley Schrader
	 	 	Title:	Chief Executive Officer


 


	AGREED AND ACCEPTED BY:
	 
	FG MERGER INVESTORS LLC
	 
	By: 	/s/Hassan R. Baqar	 
	 	Name:  	Hassan R. Baqar	 
	 	Title:	Manager	 


 


[Signature Page to Administrative Services Agreement]