Exhibit 10.8


 


Velocity Merger Corp.





520 Newport Center Drive





21st Floor





Newport Beach, CA 92660


 


[●], 2021


 


VMC Sponsor, LLC





520 Newport Center Drive





21st Floor





Newport Beach, CA 92660


 


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 Velocity Merger Corp. (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”), VMC Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available
to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated
at 520 Newport Center Drive, 21st Floor, Newport Beach, CA 92660 (or any successor location). The Sponsor will also provide basic financial
analysis and due diligence services, in each case, as requested by and under the sole direction of the Company, it being understood that
such analysis and diligence shall not in any event constitute investment advice and shall be conducted by certain lower-level employees
of the Sponsor at the direction and under the supervision of the Company and its officers and directors. In exchange therefore, the Company
shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The
Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”) 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 hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company 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 the parties hereto.


 


The parties may not assign this letter agreement
and any of their rights, interests, or obligations hereunder without the consent of the other party.


 






    


     


    




 


This letter 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 laws principles
that will apply the laws of another jurisdiction.


 


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 agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence
the existence of this letter agreement.


 


[Signature Page Follows]




 






    


     


    

 


 


	 	Sincerely,
	 	 
	 	VELOCITY MERGER CORP.
	 	 
	 	 
	 	 
	 	Name: Rishi Reddy
	 	Title: Director
	 	 
	AGREED AND ACCEPTED BY:	
	 	 
	VMC SPONSOR, LLC	
	 	 
	 	 
	 	 
	Name: Rishi Reddy	
	Title: President