Exhibit 10.6





 


InterPrivate II Acquisition Corp.


1350 Avenue of the Americas


New York, New York 10019


 


March 4, 2021


 


InterPrivate Acquisition Management II,
LLC


1350 Avenue of the Americas


New York, New York 10019


 


Re: Administrative Services
Agreement


 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and between InterPrivate II Acquisition Corp. (the “Company”)
and InterPrivate Acquisition Management II, 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 1350 Avenue of the Americas, New York, New York
10019 (or any successor location), office space 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.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 	 
	 	INTERPRIVATE II ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Brandon Bentley
	 	Name: 	Brandon Bentley
	 	Title:	General Counsel and Director


 


	AGREED AND ACCEPTED BY:	 
	 	 
	INTERPRIVATE ACQUISITION MANAGEMENT II, LLC	 
	 	 	 
	By:	/s/ Ahmed Fattouh	 
	 	Name: Ahmed M. Fattouh	 
	 	Title: Managing Member of InterPrivate LLC, the Manager of InterPrivate Capital LLC	 


 


[Signature Page to Administrative Services
Agreement (InterPrivate II Acquisition Corp.)]