Exhibit
10.8


 


PROTONIQ
ACQUISITION CORP


One
World Trade Center


Suite
8500


New
York, New York 10007


 


[●],
2022


 


PROTONIQ
LLC


89
Nexus Way


Camana
Bay, Grand Cayman


KY-1-9009,
Cayman Islands


 


Re:
Administrative Support Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement by and between PROTONIQ Acquisition Corp (the “Company”) and PROTONIQ LLC, a Cayman Islands limited liability
company (the “Sponsor”), 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 Global Market (the “Listing Date”), pursuant to a Registration Statement on
Form S-1 (as it may be amended from time to time) 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”):


 


(i)
The Sponsor shall make available, or cause to be made available, to the Company, or any successor location of Sponsor, certain office
space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor, the Company
shall pay Sponsor the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii)
The 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 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.


 


[Signature
Page Follows]


 






    	 



     


    

 


	 	Very
    truly yours,
	 	 
	 	PROTONIQ
    ACQUISITION CORP
	 	 	 
	 	By:	 
	 	Name:	Babar
    Ali
	 	Title:	Chief
    Executive Officer


 


	AGREED
    TO AND ACCEPTED BY:	 
	 	 
	PROTONIQ
    LLC	 
	 	 	 
	By:	 	 
	Name:	Babar
    Ali	 
	Title:	Managing
    Member	 


 


[Signature
Page to Administrative Support Agreement]