Exhibit 10.6


 


VISION
SENSING ACQUISITION CORP.

Suite 500, 78 SW 7th Street

Miami, FL 33130


 


November
1, 2021


 


Vision
Sensing LLC


Suite
500, 78 SW 7th Street


Miami,
FL 33130


 


Re:
Administrative Support Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement by and between Vision Sensing Acquisition Corp. (the “Company”) and Vision Sensing 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 Nasdaq Global Market (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)
the Sponsor shall make available, or cause to be made available, to the Company, at Suite 500, 78 SW 7th Street Miami, FL 33130 (or any
successor location of the Sponsor), certain office space, utilities and secretarial and administrative support as may be reasonably required
by the Company. In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(ii)
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 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”) as a result
of, or arising out of, this letter agreement, 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 law principles.


 


[Signature
Page Follows]


 




    	 	- 2 -	 



     


    

 


	 	Very
    truly yours,
	 	 
	 	VISION
    SENSING ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    George Peter Sobek
	 	Name:	George
Peter Sobek
	 	Title:	Chairman
and Chief Executive Officer


 


AGREED
TO AND ACCEPTED BY:


 


VISION
SENSING LLC


 


	By:	/s/
    George Cho Yiu So	 
	Name:	George
    Cho Yiu So	 
	Title:	Managing
Member	 


 


[Signature
Page to Administrative Support Agreement]