Exhibit 10.5


 


Capstar
Special Purpose Acquisition Corp.


 405 West 14th Street


 Austin, TX 78701


 


July 1, 2020


 


Capstar Partners, LLC


405 West 14th Street


Austin, TX 78701


 


		Re:	Administrative Services Agreement



 


Ladies and Gentlemen:


 


This letter agreement by and between Capstar
Special Purpose Acquisition Corp. (the “Company”) and Capstar Partners, LLC (“Capstar Partners”),
dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”)
of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) for the Company’s initial public offering 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.	Capstar Partners shall make available, or cause to be made available, to the Company, at 405 West 14th Street, Austin, TX 78701
(or any successor location of Capstar Partners), certain office space, utilities and secretarial and administrative support as
may be reasonably required by the Company. In exchange therefor, the Company shall pay Capstar Partners the sum of $10,000 per
month on the Effective Date and continuing monthly thereafter until the Termination Date; and



 


		ii.	Capstar Partners 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 stockholders 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 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.


 


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.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	Capstar Special Purpose Acquisition Corp.
	 	 
	 	 
	 	By:	/s/ R. Steven Hicks
	 	Name:	R. Steven Hicks
	 	Title:	Chief Executive Officer and Chief Financial Officer



 


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	Capstar Partners, LLC	 
	 	 
	 	 
	By: 	/s/ R. Steven Hicks	 
	Name: 	R. Steven Hicks	 
	Title: 	Manager	 



 


[Signature Page to Administrative
Services Agreement]