Exhibit 10.7 


 


ICG Hypersonic
Acquisition Corp.

717 Fifth Avenue, 18th Floor


New York, New York 10022


 


 


April [·], 2021


ICG Hypersonic Sponsor LLC


717 Fifth Avenue, 18th Floor


New York, New York 10022


 


RE: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this
 “Agreement”), entered into by and between ICG Hypersonic Acquisition Corp. (the “Company”)
and ICG Hypersonic Sponsor LLC (the “Sponsor”), will confirm our agreement that, commencing on the date the
securities of the Company are first listed on The Nasdaq Stock Market LLC (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 one or more of its existing locations
(or successor locations), office space, utilities and secretarial and administrative services as may be reasonably required by the Company.
In exchange therefor, the Company shall pay to the Sponsor $10,000 per month commencing on the Listing Date and continuing monthly thereafter
until the Termination Date.


 


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.


 


3.                  
This Agreement embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. The terms and provisions of
this Agreement may be amended, modified or waived only by a written agreement 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 consent 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 and the rights and obligations of the parties hereunder shall be construed
in accordance with and governed by the laws of the State of New York applicable to contracts wholly performed within the State of New
York, without giving effect to the conflict of law principles thereof. This Agreement may be executed in one or more counterparts, each
of which when so executed and delivered shall be deemed to be an original, and all of which together shall be deemed to be one and the
same agreement. If any signature is delivered in pdf format via electronic mail, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an
original thereof.


 






     


     


    

 


If the foregoing accurately
sets forth our understanding and agreement, please sign this Agreement in the space indicated below and return it to us.


 


Very truly yours,


 


	 	
    ICG Hypersonic ACQUISITION
    Corp.

    

	 	 	 
	 	By:	 
	 	 	Name: Matthew J. Stern
	 	 	Title: President and Chief Financial Officer


 


ACCEPTED and AGREED as


of the date first written above:


 


	
    icg hypersonic SPONSOR LLC

     
	 
	By:	 	 
	 	
    Name: Matthew J. Stern

    Title: Managing Director
	 


  


Signature Page to Administrative
Services Agreement