MOUNTAIN CREST ACQUISITION CORP. III 311 West 43rd Street, 12th Floor New York, NY 10036

Exhibit 10.6

MOUNTAIN CREST ACQUISITION CORP. III
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

[_______], 0000

Xxxxxxxx Xxxxx Xxxxxxxx XXX LLC
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Ladies and Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Mountain Crest Acquisition Corp. III (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mountain Crest Holdings III LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Termination Date. Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be established by the Company for the benefit of the Company’s public stockholders upon the consummation of the IPO as described in the Registration Statement (“Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

	Very truly yours,
	MOUNTAIN CREST ACQUISITION CORP. III
	By:
	Name:	Xxxxxx Xxx
	Title:	Chief Executive Officer

AGREED TO AND ACCEPTED BY:
MOUNTAIN CREST HOLDINGS III LLC
By:
Name:	Xxxxxx Xxx
Title:	Member