Exhibit 10.11


 


EQ HEALTH ACQUISITION CORP.


4611 Bee Cave Road, Ste. 213


Austin, TX 78746


 


, 2021


 


EQ Capital Strategies, LLC


4611 Bee Cave Road, Ste. 213


Austin, TX 78746


 


Re:                             Administrative
Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between EQ
Health Acquisition Corp. (the “Company”) and EQ Capital Strategies, LLC (“EQ Capital”), dated
as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”)
of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) for the Company’s initial public offering 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.	EQ Capital shall make available, or cause to be made
available, to the Company, at 4611 Bee Cave Road, Ste. 213, Austin, TX 78746 (or any successor location of EQ Capital), certain
office space, utilities and secretarial and administrative support as may be reasonably required by the Company.  In exchange
therefor, the Company shall pay EQ Capital the sum of $10,000 per month on the Effective Date and continuing monthly thereafter
until the Termination Date; and



 


		ii.	EQ Capital 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”), 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 all 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 laws principles.





 






     


     


    

 


	 	Very truly yours,
	 	 
	 	EQ HEALTH ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	Scott Ellyson
	 	Title:	President and Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	EQ CAPITAL STRATEGIES, LLC	 
	 	 
	By:	             	 
	Name:	 	 
	Title:	 	 


 


[Signature Page to Administrative Services Agreement]