Exhibit 10.6


 


G3 VRM Acquisition Corp.

420 Boylston Street, Suite 302





Boston, MA 02116


 


June 30, 2021


G3 VRM Holdings LLC


420 Boylston Street, Suite 302


Boston, MA 02116


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by
and between G3 VRM Acquisition Corp. (the “Company”) and G3 VRM Holdings LLC (the “Consultant”), 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 U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (i) the
consummation by the Company of an initial business combination, (ii) the Company’s liquidation, or (iii) 18 months after the
Listing Date (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”):


 


(i)       The
Consultant shall make available, or cause to be made available, to the Company, at 420 Boylston Street, Suite 302 Boston, MA 02116 (or
any successor location of the Consultant), certain office space, utilities and secretarial and administrative services as may be reasonably
required by the Company. In exchange therefor, the Company shall pay to the Consultant the sum of $10,000 per month on the Listing Date
and continuing monthly thereafter until the Termination Date; and


 


(ii)       The
Consultant 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.


 



    	 	 	 



    	 



    




 


Very truly yours,


 


	G3 VRM Acquisition Corp.	 
	 	 
	By:	/s/ Matthew Konkle	 
	Name:	Matthew Konkle	 
	Title:	Chief Executive Officer	 
	 	 	 
	AGREED TO AND ACCEPTED BY:	 
	 	 
	G3 VRM Holdings LLC	 
	 	 
	By:	/s/ Matthew Konkle	 
	Name:	Matthew Konkle	 
	Title:	Manager	 



 


[Signature Page to Administrative Services
Agreement]