Exhibit
10.7


 


AlphaTime
Acquisition Corp


500
5th Avenue, Suite 938


New
York, NY 10110


 


December
30, 2022


 


Alphamade
Holding LP


500 5th Avenue, Suite 938


New York, NY 10110


 


Re:
Administrative Services Agreement


 


Ladies and Gentlemen:


 


This
letter agreement (this “Agreement”) by and between AlphaTime Acquisition Corp (the “Company”)
and Alphamade Holding LP (“AlphaTime”), 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 Global Market (the “Listing Date”),
pursuant to a Registration Statement on Form S-1 and 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 or the
Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the
“Termination Date”):


 


1. AlphaTime
shall make available, or cause to be made available, to the Company, at 500 5th Avenue, Suite 938, New York, NY 10110, or any successor
location, office space and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor,
the Company shall pay AlphaTime US$10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date;
and


 


2. AlphaTime
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 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 as a result of, or arising out of, this Agreement, 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
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
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 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
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.


 


[Signature
Page Follows]


 






    	 



     


    

 


	 	Very
    truly yours,
	 	 
	 	ALPHATIME
    ACQUISTION CORP
	 	 
	 	By:
	/s/
                                            Dajiang Guo

	 	Name:	Dajiang
    Guo
	 	Title:	Chief
    Executive Officer



 


	AGREED
    AND ACCEPTED BY:	 
	 	 
	ALPHAMADE
    HOLDING LP	 
	 	 
	By:	/s/
    Taylor Zhang	 
	Name:	Taylor
    Zhang	 
	Title:	Manager	 





 


[Signature
Page to Administrative Services Agreement]