Exhibit 10.8


 


Compute Health Acquisition Corp.

1105 North Market Street, Suite 1300


Wilmington, DE 19801


 


January [●], 2021


 


Compute Health Sponsor LLC

1105 North Market Street, Suite 1300


Wilmington, DE 19801


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This Administrative Services Agreement (this
“Agreement”) by and between Compute Health Acquisition Corp. (the “Company”) and Compute Health Sponsor
LLC (the “Provider”), 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”) and continuing until the earlier
of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described
in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier
date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 1105
North Market Street, Suite 1300, Wilmington, DE 19801 (or any successor location or other existing office locations of the Provider
or any of its affiliates), certain administrative and support services as may be reasonably requested by the Company. In exchange
therefor, the Company shall pay the Provider the sum of $10,000 per month on the Listing Date and continuing monthly thereafter
until the Termination Date.


 


The Provider hereby irrevocably waives any
and all right, title, interest, causes of action and claims of any kind (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 all 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.


 


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.


 


This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement.


 


[Signature page follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	COMPUTE HEALTH ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: 	 Joshua Fink
	 	 	Title: 	Co-Chief Executive Officer



  


AGREED TO AND ACCEPTED BY:


 


COMPUTE HEALTH SPONSOR
LLC


  


	By:	 	 
	 	Name: 	 Joshua Fink	 
	 	Title: 	Co-Chief Executive Officer	 



 


[Signature Page to Administrative Services
Agreement]