Exhibit 10.6


 


SANABY HEALTH ACQUISITION CORP. I


2625 Middlefield Road #990


Palo Alto, CA 94306


 


October 14, 2021


 


SANABY HEALTH SPONSOR I LLC


2625 Middlefield Road #990


Palo Alto, CA 94306


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between Sanaby Health Acquisition Corp.
I (the “Company”) and Sanaby Health Sponsor I 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 Global 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 2625 Middlefield Road #990, Palo Alto, CA 94306 (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 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]


 









     


     


    

 


	 	
    Very truly yours,

     

	 	 
	 	SANABY HEALTH ACQUISITION CORP. I
	 	
     

    By:
	
     

    /s/ Sandra Shpilberg

	 	 	Name: 	Sandra Shpilberg 
	 	 	Title: 	Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


SANABY HEALTH SPONSOR I LLC


	
     

    By:
	
     

    /s/ Sandra Shpilberg
	 
	 	Name:	Sandra Shpilberg 	 
	 	Title: 	Managing Member	 


 


[Signature Page to Administrative Support Agreement]


 






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