Exhibit 10.8


 


ACT
II GLOBAL ACQUISITION CORP. 


c/o
Ellenoff Grossman & Schole LLP


1345
Avenue of the Americas


Floor
11


New
York, New York 10105


 


           [   ],
2019


 


Act
II Global LLC


[                             
]


 


Re: Administrative
Services Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement by and between Act II Global Acquisition Corp. (the “Company”) and Act II Global LLC, 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)    Act
II Global LLC, the Company’s sponsor, shall make available, or cause to be made available, to the Company, at 1345 Avenue
of the Americas, 11th Floor, New York, NY 10105 (or any successor location of Act II Global LLC), office space and administrative
and support services. In exchange therefor, the Company shall pay Act II Global LLC the sum of $10,000 per month on the Listing
Date and continuing monthly thereafter until the Termination Date; and


 


(ii)     Act
II Global LLC 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”),
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 laws principles.


 


This
letter 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 letter agreement.


 


[Signature
Page Follows]


  




    


     


    

  


	 	Very
    truly yours,
	 	 
	 	ACT II GLOBAL ACQUISITION CORP.
    
	 	 	 
	 	By:	 
	 	 	Name: 	          
	 	 	Title:	 


 


	AGREED
    TO AND ACCEPTED BY:	 
	 	 
	ACT
    II GLOBAL LLC	 
	 	 	 	 
	By:	 	 
	 	Name: 	             	 
	 	Title:	 	 


 


[Signature
Page to Administrative Services Agreement]