Exhibit 10.8


 


ADMINISTRATIVE SERVICES AGREEMENT


Alpha Star Acquisition Corporation


80 Broad Street, 5th Floor

New York, NY 10004


 


		 	Dated as of            , 2021



 


M-Star Management Corp.


 


Ladies and Gentlemen:


 


This letter agreement will confirm our mutual
agreement that, commencing on the first date (the “Effective Date”) that any securities of Alpha Star Acquisition
Corporation (the “Company”) registered on the Company’s registration statement (the “Registration
Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market,
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 Management Corp. (“A-Star”) shall make available to the Company certain office
space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 80 Broad
Street, 5th Floor, New York, NY 10004 (or any successor location). In exchange therefor, the Company shall pay M-Star the sum
of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.


 


M-Star
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 upon the consummation of the IPO as a
result of this letter agreement (the “Claim”) and hereby irrevocably waives any Claim it may have in the future
as a result of, or arising out of, this letter agreement and will not seek recourse against 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 all 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.


 


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]


 


	 	Very truly yours,
	 	 
	 	ALPHA STAR ACQUISITION
    CORPORATION
	 	 
	 	By:	 
	 	Name: Zhe Zhang 
	 	Title: Chief Executive
    Officer


 






     


     


    

 


	AGREED TO AND ACCEPTED
    BY:	 
	 	 
	M-Star Management Corp.	 
	 	 
	By:	 	 
	Name: Zhe Zhang	 
	Title: Director