Exhibit 10.6


 


ENTERPRISE 4.0 TECHNOLOGY
ACQUISITION CORP.


533 Airport Blvd Suite 400


Burlingame, CA 94010


 


October 18, 2021


 


First Line Enterprise, Inc.


533 Airport Blvd Suite 400


Burlingame, CA 94010


 


		Re:	Administrative Services Agreement



 


Gentlemen:


 


This letter agreement
by and between Enterprise 4.0 Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”) and First Line
Enterprises, Inc. (“First Line”), 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 Capital Market (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 completion 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) First Line or one of its affiliates shall make
available to the Company, at 533 Airport Blvd Suite 400 Burlingame, CA 94010 (or any successor location of First Line or its
affiliates), office space, administrative and shared personnel support services as may be reasonably requested by the Company. In
exchange therefor, the Company shall pay First Line the sum of $12,500 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and


 


(ii) First Line
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
shareholders 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 a ny 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
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 pages follows]


 




     


     


    

 


	Very truly yours,
	 
	ENTERPRISE 4.0 TECHNOLOGY
    ACQUISITION CORP.
	 
	By:	/s/
    Eric Benhamou	 
		Name: 	Eric
    Benhamou	 
		Title:	Chief Executive Officer	 



 


AGREED TO AND ACCEPTED BY:


 


	FIRST LINE ENTERPRISES, INC.	 
	 	 	 
	By:	/s/
    Steven Fletcher	 
	 	Name: 	Steven Fletcher	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Administrative Services Agreement]