Exhibit
10.8


 


Noble
Rock Acquisition Corporation

4001 Kennett Pike, Suite 302

Wilmington, DE 19807


 


[●],
2021


 


Noble
Rock Sponsor LLC


4001
Kennett Pike, Suite 302


Wilmington,
DE 19807


 


Re:
Administrative Services Agreement


 


Ladies
and Gentlemen:


 


This
Administrative Services Agreement (this “Agreement”) by and between Noble Rock Acquisition Corporation (the “Company”)
and Noble Rock 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 Stock Market LLC (the “Listing Date”) and
continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation
(in each case as described in the Registration Statement on Form S-1 (File No. 333-               )
filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”),
the Provider shall make available to the Company, at 4001 Kennett Pike, Suite 302, Wilmington, DE 19807 (or any successor location
or other existing office locations of the Provider or any of its affiliates), certain office space, administrative, financial
and support services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay the Provider the
sum of $30,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date.


 


The
Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (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”), and hereby irrevocably waives any Claim it 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 all
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.


 


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.


 


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]


 






    2


     


    

 





	 	Very truly yours,
	 	 	 	 
	 	NOBLE ROCK ACQUISITION CORPORATION
	 	 	 	 
	 	By:	 	 
	 	 	Name:	Whitney A. Bower
	 	 	Title:	Chief Executive Officer and Chairman



 





	AGREED TO AND ACCEPTED BY:	 
	 	 	 	 
	NOBLE ROCK SPONSOR LLC	 
	 	 	 	 
	By:	 	 	 
	 	Name:	Whitney A. Bower	 
	 	Title:	Chief Executive Officer and President	 


 


 


[Signature
Page to Administrative Services Agreement]