Exhibit 10.6


Pensare ACQUISITION
CORP.


1720 Peachtree Street

Suite 629

Atlanta, GA 30309


 


_____, 2017


 


Pensare Sponsor Group, LLC


1720 Peachtree Street


Suite 629


Atlanta, GA 30309


 


Re: Administrative Services Agreement


 


Gentlemen:


 


This letter agreement by
and between Pensare Acquisition Corp. (the “Company” or “our”) and ___________ (the “Affiliate”),
an affiliate of our sponsor, Pensare Sponsor Group LLC, dated as of the date hereof, will confirm our agreement that, commencing
on the effective (the “Effective Date”) of the 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 Affiliate shall
make available to the Company, at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (or any successor location), certain office
space, utilities, secretarial support and administrative services as may be reasonably required by the Company. In exchange therefor,
the Company shall pay the Affiliate the sum of $20,000 per month on the Effective Date and continuing monthly thereafter until
the Termination Date; and


 


(ii) the Affiliate hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind (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”), and hereby irrevocably waives any Claim it 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 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, 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.


 


[Signature page follows]


 




    	 	2	 



     


    

 


 


	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	PENSARE ACQUISITION CORP.
	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	AGREED TO AND ACCEPTED BY:	 	 	 
	                           	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 


 


[Signature Page to Administrative Services
Agreement]