Exhibit 10.8


 


FAT PROJECTS ACQUISITON CORP


27 Bukit Manis Road


Singapore, 099892


 


[●], 2021


 


Fat Projects SPAC Pte. Ltd.


27 Bukit Manis Road


Singapore, 099892


 


Ladies and Gentlemen:


 


This letter will confirm
our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the
 “Registration Statement”) for the initial public offering (the “IPO”) of the securities
of Fat Projects Acquisition Corp (the “Company”) and continuing until the earlier of (i) the consummation
by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration
Statement) (such earlier date hereinafter referred to as the “Termination Date”), Fat Projects SPAC Pte. Ltd.
(the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space,
secretarial and administrative services as may be required by the Company from time to time, situated at 27 Bukit Manis Road, Singapore
099892 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective
Date and continuing monthly thereafter until the Termination Date. The Sponsor hereby agrees that it does not have any right, title, interest
or claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account (the “Trust
Account”) that may be established upon the consummation of the IPO and hereby irrevocably waives any Claim it may have in
the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against
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.


 


The parties may not assign
this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the other party.


 


This letter agreement
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 that will apply the laws of another jurisdiction.




 






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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 agreement. Only one such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this letter agreement.


 


[Signature Page Follows]


 






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	 	Very truly yours,
	 	 
	 	FAT PROJECTS ACQUISITION CORP
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Co-Chief Executive Officer





 


	AGREED TO AND ACCEPTED BY:
	 
	FAT PROJECTS SPAC PTE. LTD.
	 	 
	By:	 	 
	Name:	David Andrada	 
	Title:  	Director