Exhibit 10.6


 


GOLDENSTONE ACQUISITION LIMITED 


4360 E New York St.


Aurora, IL 60504


 


[●],
2022


 


Windfall Plaza Management, LLC

4360 E New York St.


Aurora, IL 60504


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between Goldenstone Acquisition Limited (the “Company”) and Windfall Plaza Management, LLC (“Windfall”)
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 (Registration No. 333-257209) and related prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier
of the consummation by the Company of an initial business combination (as defined in the Registration Statement) 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) Windfall shall make available,
or cause to be made available, to the Company, at 4360 E New York St., Aurora, IL 60504 (or any successor location of Windfall), certain
office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor,
the Company shall pay Windfall the sum of $2,000 per month on the Listing Date and continuing monthly thereafter until the Termination
Date; and


 


(ii) Windfall 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 in or to, and any and all right to seek payment of any amounts due to it (each, a “Claim”) 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, 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.


 


[Signature Page Follows]


 




     


    


    

 


 


	 	Very truly yours,
	 	 	 
	 	GOLDENSTONE ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:	Eddie Ni
	 	Title:	Chief Executive Officer and President
	 	 	 
	 	AGREED TO AND ACCEPTED BY:
	 	 	 
	 	WINDFALL PLAZA MANAGEMENT, LLC
	 	 	 
	 	By:	 
	 	Name: 	Eddie Ni
	 	Title:	Authorized Representative



 


Signature Page to Administrative Support Agreement