Exhibit 10.5


 


one


 


[●], 2020


 


A-star


PO Box 309, Ugland House


Grand Cayman, KY1-1104


Cayman Islands


 


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 one (the “Company”)
and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s
liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”), A-star (the “Sponsor”) shall take steps directly or indirectly to 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 16 Funston Avenue, Suite A, The Presidio of San Francisco, California 94129 (or any successor location). In exchange
therefore, the Company shall pay A-star a sum of up to $10,000 per month commencing on the Effective Date and continuing monthly
thereafter until the Termination Date. A-star hereby agrees that it does not have any right, title, interest or claim of any kind
(a “Claim”) in or to any monies that may be set aside in a trust account (the “Trust Account”)
that may be established in connection with and upon the consummation of the IPO and hereby irrevocably waives any Claim it presently
has or 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, 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.


 


The parties may not assign this letter agreement
and any of their rights, interests, or obligations hereunder without the consent 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 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 that will apply the laws of another jurisdiction.


 


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 agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this letter agreement.


 


[Signature Page Follows]


 






     


     


    

 


	 	 	Very truly yours,
	 	 	 	 
	 	 	one
	 	 	 	 
	 	 	By:	 
	 	 	Name:	Kevin E. Hartz
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	AGREED TO AND ACCEPTED BY:	 	 
	 	 	 	 
	A-star	 	 
	 	 	 	 
	By:	 	 	 
	Name:	Troy B. Steckenrider III	 	 
	Title:	Authorized Signatory