Exhibit
10.8


 


Aetherium
Acquisition Corp.


 


[●],
2021


 


ARC
Group Limited


 


Re:
Administrative Support Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement by and between Aetherium Acquisition Corp. (the “Company”) and ARC Group Limited (“ARC”), 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
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)
ARC shall make available, or cause to be made available, to the Company, at 79B Pemberwick Rd., Greenwich, CT 06831 (or any successor
location of ARC), certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company.
In exchange therefor, the Company shall pay ARC the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until
the Termination Date; and


 


(ii)
ARC 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 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”) 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,
	 	 	 
	 	AETHERIUM
    ACQUISITION CORP.
	 	 	            
	 	By:	 
	 	Name:
    	 
	 	Title:
    	 


 


AGREED
TO AND ACCEPTED BY:


 


	ARC
    Group Limited 	 
	 	     	 
	By:
    	 	 
	Name:
    	 	 
	Title:
    	 	 


 


[Signature
Page to Administrative Support Agreement]