Exhibit 10.8


 


GRAF ACQUISITION CORP. II


 


1790 Hughes Landing Blvd., Suite 400


The Woodlands, Texas 77380


 


[●], 2021


 


G-SPAC Management LLC


1790 Hughes Landing Blvd., Suite 400


The Woodlands, Texas 77380


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this
 “Agreement”) by and among Graf Acquisition Corp. II (the “Company”) and G-SPAC Management
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 1790 Hughes Landing Blvd., Suite 400, The
Woodlands, Texas 77380 (or any successor location) and elsewhere, office space and secretarial and administrative services as may be reasonably
required by the Company. In exchange therefor, the Company shall pay the Sponsor $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 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”),
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 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.


  


[Signature Page Follows]


 



    2


     


    

 


	 	Very truly yours,
	 	 
	 	GRAF ACQUISITION CORP. II




 


	 	By:	 
	 	Name:	James A. Graf
	 	Title:	 Chief Executive Officer




 


	AGREED AND ACCEPTED BY:	 
	 	 
	G-SPAC MANAGEMENT, LLC	 




 


	By:	 	 
	 	Name: James A. Graf	 
	 	Title: Manager	 






 


[Signature
Page to Administrative Services Agreement]