Exhibit 10.8


 


[●],
2020


 


Motive Capital Corp

7 World Trade Center


250 Greenwich Street, FL 47


New York, NY 10007


 


Motive Capital Funds Sponsor, LLC

7 World Trade Center


250 Greenwich Street, FL 47


New York, NY 10007


 


		Re:	Administrative Support Agreement



 


Ladies and Gentlemen:


 


This letter agreement by and between Motive
Capital Corp (the “Company”) and Motive Capital Funds Sponsor, LLC (“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 New York Stock Exchange
(the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed by the Company with
the Securities and Exchange Commission (the “Registration Statement”) 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) (such earlier date hereinafter referred to as the “Termination Date”):


 


i.            Sponsor
shall make available, or cause to be made available, to the Company, at 7 World Trade Center 250 Greenwich Street, FL 47, New York,
NY 10007 (or any successor location of 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 Sponsor the sum of $10,000 per month on
the Listing Date and continuing monthly thereafter until the Termination Date; and


 


ii.            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”), 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 laws principles.


 


This letter agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.


 


[Signature Page Follows]


 






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	 	Very truly yours,
	 	 
	 	Motive Capital Corp
	 	 
	 	By:	   
	 	Name: 	Blythe Masters
	 	Title:	Chief Executive Officer




 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	Motive Capital Funds Sponsor, LLC	 
	 	 
	By:	     	 
	Name:	Rob Heyvaert	 
	Title:	Manager