Exhibit 10.6 


 


STONEBRIDGE ACQUISITION CORPORATION 


One World Trade Center, Suite 8500 


New York, NY 10007


 


July 15, 2021


 


StoneBridge Acquisition Sponsor LLC 


1104 Linnea Ln, 


Southlake, Texas 76092


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between StoneBridge Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and StoneBridge Acquisition
Sponsor 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 Capital Market (the “Listing Date”), pursuant to a Registration
Statement on Form S-1 and prospectus filed with the 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 One World Trade Center, Suite 8500 New York, NY 10007
(or any successor location), certain office space and administrative and support services 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 shareholders 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.


 






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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.


 


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]


 






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	 	Very truly yours,
	 	 
	 	STONEBRIDGE ACQUISITION CORPORATION 
	 	 
	 	By: 	/s/
    Bhargava Marepally 
	 	 	Name: 	 Bhargava Marepally
	 	 	Title:	 Chief Executive Officer


 


	AGREED TO AND ACCEPTED BY:
	 
	STONEBRIDGE ACQUISITION SPONSOR LLC
	 
	By:	BP SPAC Sponsor LLC 	 
	 	Its Managing Member 	 



 


	By:	/s/ Prabhu Antony 	 
	 	Name: 	Prabhu Antony	 
	 	Title:	Managing Member	 




 


[Signature Page to Administrative Services
Agreement]