Exhibit 10.6



 


 


EXECUTION VERSION


 


 


 


 


 





AltC Acquisition Corp.


640 Fifth Avenue, 12th Floor New York,
NY 10019


 


 


 


 


July 7, 2021


M. Klein Associates, Inc.


640 Fifth Avenue, 12th Floor


New
York, NY 10019


 





Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between
AltC Acquisition Corp., a Delaware corporation (the “Company”), and M. Klein Associates, Inc., a New York corporation
(the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date
that securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing
until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case
as described in the Registration Statement on Form S-1 (File No. 333-254263) filed with the Securities and Exchange Commission) (such
earlier date hereinafter referred to as the “Termination Date”):


 


		1.	The Services Provider (and/or any of its affiliates designated by the Services Provider) shall make
available to the Company, at the address of the Services Provider referred to above (or any successor location or other existing office
locations of the Services Provider or any of its affiliates), office space and administrative and support services as may be reasonably
requested by the Company. In exchange therefor, the Company shall pay to the Services Provider, on the first day of each month, the sum
of $50,000 per month commencing on the Listing Date and continuing monthly thereafter until the Termination Date; and



 


		2.	The Services Provider hereby irrevocably waives any and all right, title, interest, causes of action
and claims of any kind or nature whatsoever (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
a substantial amount of proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it presently has or 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 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 all 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,
provided that the Services Provider may assign this letter agreement or any of its rights, interests, or obligations hereunder to an affiliate
without the prior written approval of the Company. 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 with respect to the subject matter described herein and any litigation between the parties
(whether grounded in contract, tort, statute, law or equity) shall be governed by and construed in accordance with the laws of the State
of New York.


 


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 letter agreement.


 


[Signature page follows]


 


 


 


 


 



    	 	2	 



     


    




 





                              Very truly yours, 


 





 


	 	ALTC ACQUISITION CORP. 
	 	 
	 	By: 	/s/ Jay Taragin
	 	 	Name; Jay Taragin
Title: Chief Financial Officer



 








                                                            


AGREED TO AND ACCEPTED BY:


 


M. KLEIN ASSOCIATES INC. 


 


	By:	/s/ Jay Taragin	 
	 	Name: Jay Taragin	 
	 	Title: Chief
    Financial Officer	 






 


[Signature Page to Administrative
Services Agreement]