Administrative Services Agreement between Nocturne Acquisition Corporation and Nocturne Sponsor LLC
Nocturne Acquisition Corporation and Nocturne Sponsor LLC have agreed that, starting from the company's IPO and continuing until either a business combination is completed or the company is liquidated, Nocturne Sponsor LLC will provide office space and administrative support services to the company for $10,000 per month. The agreement specifies that Nocturne Sponsor LLC has no claim to any funds held in the company's trust account. The agreement can only be changed in writing and cannot be assigned without mutual consent. It is governed by New York law.
Exhibit 10.8
Nocturne Acquisition Corporation
7244 Carizzo Drive
La Jolla, CA 92037
[●], 2021
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 Nocturne Acquisition Corporation (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”), Nocturne Sponsor LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 7244 Carizzo Drive, La Jolla, CA 92037. In exchange therefore, the Company shall pay Nocturne Sponsor LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
Nocturne Sponsor LLC 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 and will not seek recourse against the Trust Account for any reason whatsoever.
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 this agreement or any rights, interests or contracted 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 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 law principles.
| Very truly yours, | |||
| Nocturne Acquisition Corporation | |||
| By: | |||
| Name: | Henry Monzon | ||
| Title: | Chairman and Chief Executive Officer | ||
AGREED TO AND ACCEPTED BY:
| Nocturne Sponsor LLC | |||
| By: | |||
| Name: | Henry Monzon | ||
| Title: | Managing Member | ||
[Signature page to Administrative Services Agreement]
