Exhibit 10.8


 


EARLYBIRDCAPITAL, INC.


366 Madison Avenue


New York, New York 10017


 


July 27, 2017


 


Pensare Acquisition Corp.


1720 Peachtree Street


Suite 629


Atlanta, GA 30309


Attn: Darrell J. Mays


 


Ladies and Gentlemen:


 


This is to confirm our agreement whereby
Pensare Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”)
to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation,
purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar
business combination (in each case, a “Business Combination”) with one or more businesses or entities (each
a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-219162) filed
with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public
offering (“IPO”).


 


		1.	Services and Fees.



 


		(a)	The Advisor will:



 


		(i)	Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes;



 


		(ii)	Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;



 


		(iii)	Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s
proxy statement or tender offer materials; and



 


		(iv)	Assist the Company with any press releases and filings related to the Business Combination or the Target.



 






     


     


    


 


Notwithstanding anything to the contrary contained
herein, the services to be provided for hereunder will not include any solicitation of potential investors in connection with the
IPO.


 


(b)              
As compensation for the foregoing services, the Company will pay the Advisor a cash fee equal to 3.5% of the gross proceeds
received by the Company in the IPO (“Fee”); provided, that, in the Company’s discretion, up to 30% of
the Fee may be paid to other underwriters in the IPO or other FINRA members that assist the Company in consummating a Business
Combination. Accordingly, the Advisor will be paid no less than an amount equal to at least 70% of the Fee. The Fee is due and
payable to the Advisor by wire transfer at the closing of the Business Combination (“Closing”). If a proposed
Business Combination is not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder. The Fee shall
be exclusive of any finder’s fees which may become payable to the Advisor pursuant to any other agreement between the Advisor
and the Company or the Target.


 


		2.	Expenses.



 


At the Closing, the Company shall reimburse
the Advisor for all reasonable costs and expenses incurred by the Advisor (including reasonable fees and disbursements of counsel)
in connection with the performance of its services hereunder; provided, however, all expenses in excess of $5,000 in the aggregate
shall be subject to the Company’s prior written approval, which approval shall not be unreasonably withheld.


 


		3.	Company Cooperation.



 


The Company will provide full cooperation
to the Advisor as may be necessary for the efficient performance by the Advisor of its obligations hereunder, including, but not
limited to, providing to the Advisor and its counsel, on a timely basis, all documents and information regarding the Company and
Target that the Advisor may reasonably request or that are otherwise relevant to the Advisor’s performance of its obligations
hereunder (collectively, the “Information”); making the Company’s management, auditors, suppliers, customers,
consultants and advisors available to the Advisor; and, using commercially reasonable efforts to provide the Advisor with reasonable
access to the management, auditors, suppliers, customers, consultants and advisors of Target. The Company will promptly notify
the Advisor of any change in facts or circumstances or new developments affecting the Company or Target or that might reasonably
be considered material to the Advisor’s engagement hereunder.


 


		4.	Representations; Warranties and Covenants.



 


The
Company represents, warrants and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf
of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they
were made, not misleading as of the date thereof and as of the consummation of the Business Combination.


 






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		5.	Indemnity.



 


The Company shall indemnify the Advisor
and its affiliates and directors, officers, employees, shareholders, representatives and agents in accordance with the indemnification
provisions set forth in Annex I hereto, all of which are incorporated herein by reference.


 


Notwithstanding the foregoing and Annex
1, the Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind in or
to any monies in the Company’s trust account (“Trust Account”) established in connection with the IPO
with respect to the Fee (each, a “Claim”); (ii) to waive any Claim it may have in the future as a result of,
or arising out of, any services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with
respect to the Fee.


 


		6.	Use of Name and Reports.



 


Without the Advisor’s prior written
consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee or agent
thereof) shall quote or refer to (i) the Advisor’s name or (ii) any advice rendered by the Advisor to the Company or any
communication from the Advisor in connection with performance of their services hereunder, except as required by applicable federal
or state law, regulation or securities exchange rule.


 


		7.	Status as Independent Contractor.



 


The Advisor shall perform its services as
an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood and agreed to
by the parties that the Advisor shall have no authority to act for, represent or bind the Company or any affiliate thereof in any
manner, except as may be expressly agreed to by the Company in writing. In rendering such services, the Advisor will be acting
solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a fiduciary
relationship between the parties and neither the Advisor nor any of the Advisor’s officers, directors or personnel will owe
any fiduciary duty to the Company or any other person in connection with any of the matters contemplated by this Agreement.


 


		8.	Potential Conflicts.



 


The Company acknowledges that the Advisor
is a full-service securities firm engaged in securities trading and brokerage activities and providing investment banking and advisory
services from which conflicting interests may arise. In the ordinary course of business, the Advisor and its affiliates may at
any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of
customers, in debt or equity securities of the Company, its affiliates or other entities that may be involved in the transactions
contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict the Advisor or any of its affiliates in
conducting such business.


 






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		9.	Entire Agreement.



 


This Agreement constitutes the entire understanding
between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written,
with respect thereto. This Agreement may not be modified or terminated orally or in any manner other than by an agreement in writing
signed by the parties hereto.


 


		10.	Notices.



 


Any notices required or permitted to be
given hereunder shall be in writing and shall be deemed given when mailed by certified mail or private courier service, return
receipt requested, addressed to each party at its respective addresses set forth above, or such other address as may be given by
a party in a notice given pursuant to this Section.


 


		11.	Successors and Assigns.



 


This Agreement may not be assigned by either
party without the written consent of the other. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and, except where prohibited, to their successors and assigns.


 


		12.	Non-Exclusivity.



 


Nothing herein shall be deemed to restrict
or prohibit the engagement by the Company of other consultants providing the same or similar services or the payment by the Company
of fees to such parties. The Company’s engagement of any other consultant(s) shall not affect the Advisor’s right to
receive the Fee and reimbursement of expenses pursuant to this Agreement.


 


		13.	Applicable Law; Venue.



 


This Agreement shall be construed and enforced
in accordance with the laws of the State of New York without giving effect to conflict of laws.


 


In the event of any dispute under this Agreement,
then and in such event, each party hereto agrees that the dispute shall either be (i) resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) or (ii)
brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures of
the Commercial Division, or the United States District Court for the Southern District of New York, in each event at the discretion
of the party initiating the dispute. Once a party files a dispute (if arbitration, by sending JAMS a Demand for Arbitration) with
one of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such
forum rather than seeking to resolve it through another alternative forum set forth above.


 






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In the event the dispute is brought before
the AAA, the arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York
City, New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial
Disputes Panel. Each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable
by any court having jurisdiction over the party from whom enforcement is sought. Furthermore, the parties to any such arbitration
shall be entitled to make one motion for summary judgment within 60 days of the commencement of the arbitration, which shall be
decided by the arbitrator[s] prior to the commencement of the hearings.


 


In the event the dispute is brought by a
party in the courts of the State of New York or the United States District Court for the Southern District of New York, each party
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party
may be served by transmitting a copy thereof by registered or certified mail, postage prepaid, addressed to such party at the address
set forth at the beginning of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon
the party being served in any action, proceeding or claim. The parties agree that the prevailing party(ies) in any such action
shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such
action or proceeding and/or incurred in connection with the preparation therefor.


 


		14.	Counterparts.



 


This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 




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If the foregoing correctly sets forth the
understanding between the Advisor and the Company with respect to the foregoing, please so indicate your agreement by signing in
the place provided below, at which time this letter shall become a binding contract.


 





	 	 	 	EARLYBIRDCAPITAL, INC.
	 	 	 	 
	 	 	 	By:	/s/
    Steven Levine
	 	 	 	Name: Steven Levine
	 	 	 	Title: Chief Executive Officer
	 	 	 	 	 
	AGREED AND ACCEPTED BY:	 	 	 
	 	 	 	 
	PENSARE ACQUISITION CORP.	 	 	 
	 	 	 	 	 
	By:	/s/ Darrell
    J. Mays	 	 	 
	Name: Darrell J. Mays	 	 	 
	Title: Chief Executive Officer	 	 	 


 


[Signature Page to Business Combination
Marketing Agreement]


 




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ANNEX I


 


Indemnification


 


In connection with the Company’s engagement
of EarlyBirdCapital, Inc. (the “Advisor”) pursuant to that certain letter agreement (“Agreement”)
of which this Annex forms a part, Pensare Acquisition Corp. (the “Company”) hereby agrees, subject to the second
paragraph of Section 5 of the Agreement, to indemnify and hold harmless the Advisor and its affiliates and its respective directors,
officers, shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”),
from and against any and all claims, actions, suits, proceedings (including those of stockholders), damages, liabilities and expenses
incurred by any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”),
that (A) are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any
statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection
with the Company’s engagement of the Advisor, or (B) otherwise relate to or arise out of the Advisor’s activities on the Company’s
behalf under the Advisor’s engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable
fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any
such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified
Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted
from the gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees
that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of the Advisor
except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful misconduct.


 


The Company further agrees that it will
not, without the prior written consent of the Advisor, settle, compromise or consent to the entry of any judgment in any pending
or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual
or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release
of each Indemnified Person from any and all liability arising out of such Claim.


 






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Promptly upon receipt by an Indemnified
Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought
hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but
failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the
extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is
requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably
satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal
counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict
of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel
to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different
from or in addition to those available to the Company, then such Indemnified Person may employ its own separate counsel to represent
or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding
anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any
Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert
crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including
without limitation, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise
or settlement thereof.


 


In addition, with respect to any Claim in
which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his,
her or its own counsel therefor at his, her or its own expense.


 


The Company agrees that if any indemnity
sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not the Advisor
is an Indemnified Person), the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable
in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor on the other,
in connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the
Advisor’s contribution to such Claim exceed the amount of fees actually received by the Advisor from the Company pursuant to the
Advisor’s engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor on
the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or
proposed to be paid or received by the Company or its stockholders as the case may be, pursuant to the transaction (whether or
not consummated) for which the Advisor is engaged to render services bears to (b) the fee paid or proposed to be paid to the Advisor
in connection with such engagement.


 


The Company’s indemnity, reimbursement and
contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect
any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at
fault in any way.


 






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