Exhibit 10.8


 


HighCape
Capital Acquisition Corp.


452 Fifth Avenue, 21st Floor


New York, New York 10018


 


[●], 2020


 


HighCape Capital Acquisition LLC


452 Fifth Avenue, 21st Floor


New York, New York 10018


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and between HighCape Capital Acquisition Corp. (the “Company”)
and HighCape Capital Acquisition 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”):


 


1. The Sponsor shall
make available, or cause to be made available, to the Company, at 452 Fifth Avenue, 21st Floor, New York, New York 10018 (or any
successor location), 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 $10,000 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, without giving effect to its choice of law principles.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	HighCape Capital Acquisition Corp.
	 	By:	 
	 	Name:	Matt Zuga
	 	Title:	Chief Financial Officer and Chief Operating Officer 


 


	AGREED AND ACCEPTED BY:	 
	HighCape Capital Acquisition LLC	 
	By: 	 	 
	 	Name: Matt Zuga	 
	 	Title:  Manager	 


 


[Signature Page to Administrative Support
Agreement]