EX-10.6





 Exhibit 10.6 

BLACK MOUNTAIN ACQUISITION CORP. 

425 Houston Street, Suite 400 
 Fort
Worth, TX 76102 
 October 13, 2021 

Black Mountain Sponsor LLC 
 425 Houston Street, Suite 400 

Fort Worth, TX 76102 
  

	Re:	 Administrative Services Agreement 



Gentlemen: 
 This letter agreement by and
between Black Mountain Acquisition Corp. (the “Company”) and Black Mountain Sponsor LLC (“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”): 
 (i) Sponsor shall
make available to the Company, at 425 Houston Street, Suite 400, Fort Worth, TX 76102 (or any successor location of Sponsor), certain office space, utilities, secretarial support and administrative services as may be reasonably required by the
Company. In exchange therefor, the Company shall pay Sponsor the sum of $10,000 per month beginning on the Listing Date and continuing monthly thereafter until the Termination Date; and 

(ii) 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 letter 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, 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 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 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 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 laws principles. 

[Signature Page Follows] 

  
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	Very truly yours,
	
	BLACK MOUNTAIN ACQUISITION CORP.
		
	By:	 	 /s/ Rhett Bennett

	Name: Rhett Bennett
	Title: Chief Executive Officer


  

			
	AGREED TO ACCEPTED BY:
	
	BLACK MOUNTAIN SPONSOR LLC
		
	By:	 	 /s/ Rhett Bennett

	Name: Rhett Bennett
	Title: Chief Executive Officer

 Signature Page to Administrative Services Agreement