Exhibit 10.8


 


FORM OF ADMINISTRATIVE SERVICES AGREEMENT


 


CALLODINE ACQUISITION CORPORATION


 


Two International Place, Suite 1830

Boston, MA 02110


 


[●], 2021


 


Callodine Sponsor, LLC

Two International Place, Suite 1830

Boston, MA 02110


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and among Callodine Acquisition Corporation (the “Company”)
and Callodine Sponsor, LLC (the “Provider”), 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 Capital 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. The
Provider shall make available, or cause to be made available, to the Company, at Two International Place, Suite 1830, Boston, MA
02110 (or any successor location), office space and secretarial and administrative support services as may be reasonably required
by the Company. In exchange therefor, the Company shall pay the Provider $10,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and


 


2. The
Provider 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 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 presently has or 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 Delaware.


 


This 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. 


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	CALLODINE ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name: 	Austin McClintock
	 	 	Title:	Chief Financial Officer, Vice President, Secretary and Treasurer


 


	 	AGREED AND ACCEPTED BY:
	 	 
	 	CALLODINE SPONSOR, LLC
	 	 
	 	By:	Callodine Group, LLC
	 	 	its Managing Member
	 	 
	 	By:	 
	 	 	James Morrow
	 	 	Managing Member 



 


[Signature Page to Administrative Services
Agreement]