Exhibit
10.6


 


Execution
Version


 


PONTEM
CORPORATION


 


1140
Avenue of the Americas, 9th Floor

New York, NY 10036


 


January
12, 2021


 


Pontem
LLC


1140
Avenue of the Americas, 9th Floor New York, NY 10036


 


Ladies
and Gentlemen:


 


This
letter will confirm our agreement that, commencing on the effective date (the “Effective Date’”')
of the registration statement (the “Registration Statement”) for the initial public offering
(the “IPO””) of the securities of Pontem Corporation (the “Company””)
and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company's
liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date””), Pontem LLC (the “Sponsor”) shall take steps directly or indirectly to make
available to the Company certain office space and secretarial and administrative services as may be required by the Company from
time to time, situated at 1140 Avenue of the Americas, 9th Floor, New York, NY 10036 (or any successor location). In exchange
therefor, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter
until the Termination Date. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a
“Claim””) in or to any monies that may be set aside in a trust account (the “Trust
Account”) that may be established upon the consummation of the IPO and hereby irrevocably waives any Claim it may
have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not
seek recourse against 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 between 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.


 


The
parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent
of the other party.


 


This
letter agreement 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 that will apply the laws of another jurisdiction.


 


This
letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same agreement.
Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence
of this letter agreement.


 


[Signature
Page Follows]


 




     


     


    

  


	 	Very truly yours,
	 	 
	 	PONTEM
    CORPORATION
	 	 
	 	By:	/s/ Nina
    Murphy
	 	Name:	Nina Murphy
	 	Title:	Chief Financial Officer


 


AGREED
AND ACCEPTED BY:


 


PONTEM
LLC


 


	By:	/s/ Nina
    Murphy	 
	Name:	Nina Murphy	 
	Title:	Chief Financial Officer	 


 


[Signature
Page to Administrative Services Agreement]