Exhibit 10.8


 


Sunfire
Acquisition Corp Limited


1800
Avenue of the Stars


Suite
1475


Los
Angeles, CA 90067


 


[●],
2021


 


Sunfire
Sponsor, LLC


1800
Avenue of the Stars


Suite
1475


Los
Angeles, CA 90067


Attn:
Thomas Neukranz


 


Re:
Administrative Support Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement by and between Sunfire Acquisition Corp Limited (the “Company”) and Sunfire Sponsor, LLC (“Sponsor”),
dated as of the date hereof, will confirm our agreement that, commencing on the date of effectiveness (the “Effective Date”)
of Registration Statement on Form S-1 relating to the Company’s initial public offering 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”):


 


	(i)	Sponsor shall make available, or cause to be made available, to the Company, at 1800 Avenue of the Stars, Suite 1475, Los Angeles, CA 90067, (or any successor location of Sponsor), certain office space, utilities and executive, secretarial and administrative support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $20,000 per month, commencing on the Effective Date and continuing monthly thereafter until the Termination Date; and
	 	 
	(ii)	Sponsor 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 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”) as a result of, or arising out of, this letter agreement, 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 the
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 this letter agreement 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 law principles.


 




    	 



    	 



    

 


	 	Very
    truly yours,
	 	 
	 	SUNFIRE
    ACQUISITION CORP LIMITED
	 	 	                          
	 	By:	 
	 	Name:	 
	 	Title:	 


 


AGREED
TO AND ACCEPTED BY:


 


SUNFIRE
SPONSOR, LLC


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Signature Page to Administrative Support Agreement]