Exhibit 10.8


 


GUGGENHEIM SPECIAL PURPOSE ACQUISITION
CORP. I





227 W. Monroe Street, 49th Floor





Chicago, IL 60606


 


March [•], 2021


 


Guggenheim Partners Holdings, LLC





227 W. Monroe Street, 49th Floor





Chicago, IL 60606


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and between Guggenheim Special Purpose Acquisition Corp. I. (the “Company”)
and Guggenheim Partners Holdings, LLC (the “Sponsor”), 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 New York Stock Exchange (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”):


 


1.       The
Sponsor shall make available, or cause to be made available, to the Company, at 227 W. Monroe Street, 49th Floor,
Chicago, IL 60606 (or any successor location), office space and secretarial and administrative services as may be reasonably required
by the Company. In exchange therefor, the Company shall pay the Sponsor up to $15,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and








 


2.       The
Sponsor 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 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 as a result of, or arising out of, this 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 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 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 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 Agreement shall
be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed
within such state, without regards to the conflicts of laws principles thereof.


 


 


[Signature Page Follows] 





 






     


     


    

 




 


	 	 	Very truly yours, 	 
	 	 	 	 
	 	 	GUGGENHEIM SPECIAL PURPOSE ACQUISITION CORP. I	 
	 	 	 	 	 
	 	 	By: 	 	 
	 	 	 	Name: David Lee Korman 	 
	 	 	 	Title:  Chief Financial Officer	 
	 	 	 	 	 	 



 

	AGREED AND ACCEPTED BY:
	 
	 
	
        GUGGENHEIM PARTNERS HOLDINGS, LLC

         

		

	By	 	 
	 	Name: Andrew Rosenfield 	 
	 	Title: President	 
	 



 


 


[Signature Page to Administrative Services
Agreement]