Exhibit 10.4


 


ALDEL FINANCIAL
INC.





105
S. Maple Street


Itasca, Illinois 60143


 


April 8, 2021


 


Aldel Investors LLC


105 S. Maple Street


Itasca,
Illinois 60143


 


Re: Administrative Services
Agreement


 


Ladies and Gentlemen:


 


This
letter agreement (this “Agreement”) by and among Aldel Financial Inc. (the “Company”)
and Aldel 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 New York Stock Exchange (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,
	 	 	 
	 	ALDEL FINANCIAL INC.
	 	 	 
	 	By:	/s/ Robert I. Kauffman
	 	 	Name: Robert I. Kauffman
	 	 	Title: Chief Executive Officer



 

	AGREED AND ACCEPTED BY:	 
	 	 	 
	ALDEL INVESTORS LLC	 
	 	 	 
	By:	/s/ Robert I. Kauffman	 
	 	
        Name: Robert I. Kauffman
 
	 
	 	Title: Manager	 


 


[Signature Page to Administrative
Services Agreement]