Exhibit
10.8


 


QUINZEL
ACQUISITION COMPANY


535
Madison Avenue, 30th Floor

New York, NY 10022


 


[___],
2021


 


Quinzel
Holdings Sponsor LLC


535
Madison Avenue, 30th Floor


New
York, NY 10022


 


Re:
Administrative Support Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement by and between Quinzel Acquisition Company (the “Company”) and Quinzel Holdings Sponsor 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 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)
The Sponsor shall make available, or cause to be made available, to the Company, at 535 Madison Avenue, 30th Floor, New York,
NY 10022 (or any successor location of the Sponsor), certain office space, utilities and secretarial and administrative support
as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month
on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii)
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 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]


 






     


     


    

 


		QUINZEL ACQUISITION
                            COMPANY	



 


	 	By:	
	 		Name:	 Robert Goldstein
	 		Title: 	Co-Chief Executive Officer


 


AGREED
TO AND ACCEPTED BY:


 





QUINZEL
HOLDINGS SPONSOR LLC


 


	By:		 
	 	Name: 	Joel Greenblatt	 
	 	Title: 	Managing Member	 


 


 





[Signature
Page to Administrative Support Agreement]