Exhibit 10.8


 


STONEBRIDGE ACQUISITION CORPORATION


One World Trade Center, Suite 8500


New York, NY 10007


 


[_____], 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.


 


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]





 






     


     


    

 


	 	Very truly yours,
	 	 
	 	STONEBRIDGE ACQUISITION CORPORATION 
	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 


 


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


 


[Signature Page to Administrative Services
Agreement]