Exhibit 10.8


 


VANTAGE ENERGY ACQUISITION CORP.


5221 N. O’Connor Boulevard, 11th Floor


Irving, TX 75039


 


[Ÿ],
2017


 


NGP Vantage Energy LLC


5221 N. O’Connor Boulevard, 11th Floor


Irving, TX 75039


 


Re:       Administrative Services Agreement


 


Gentlemen:


 


This letter agreement by and between Vantage
Energy Acquisition Corp. (the “Company”) and NGP Vantage Energy LLC (“NGP”), 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 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)       NGP
shall make available to the Company, at 5221 N. O’Connor Boulevard, 11th Floor, Irving, TX 75039 (or any successor location
of NGP), certain office space, utilities, secretarial support and administrative services as may be reasonably required by the
Company. In exchange therefor, the Company shall pay NGP the sum of $10,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and


 


NGP 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 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 may have in the future as a result of, or arising out
of, this letter 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 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, 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 laws principles.


 


[Signature page follows]


 












     

     


    

 





	 	 	Very truly yours,
	 	 	 
	 	 	VANTAGE ENERGY ACQUISITION CORP. 
	 	 	 	 
	 	 	By: 	 
	 	 	 	Name: Jeffrey A. Zlotky
	 	 	 	Title:  Secretary
	 	 	 	 
	AGREED TO AND ACCEPTED BY:	 	 	 
	 	 	 	 
	NGP VANTAGE ENERGY LLC	 	 	 
	 	 	 	 
	 	 	 	 
	By: 	 	 	 	 
	 	Name:Roger Biemans	 	 	 
	 	Title:  Chief Executive Officer	 	 	 



 


 





[Signature Page
to Administrative Services Agreement]