Exhibit 10.6


 


CHW ACQUISITION CORPORATION


2 Manhattanville Road, Suite 403


Purchase, NY 10577


August 30, 2021


CHW Acquisition Sponsor LLC


130 Bon Air Avenue


New Rochelle, NY 10804


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by
and between CHW Acquisition Corporation., a Cayman Islands exempted company (the “Company”), and CHW Acquisition Sponsor
LLC, 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 LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed 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 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) CHW Acquisition Sponsor
LLC, the Company’s sponsor, shall make available, or cause to be made available, to the Company, at 130 Bon Air Avenue, New Rochelle,
NY 10804 (or any successor location of CHW Acquisition Sponsor LLC), office space and administrative and support services. In exchange
therefor, the Company shall pay CHW Acquisition Sponsor LLC the sum of $10,000 per month on the Listing Date and continuing monthly thereafter
until the Termination Date; and


 


(ii) CHW Acquisition Sponsor
LLC 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 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, 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 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 letter agreement.


 


[Signature Page Follows]


 






    	 	 	 



     


    

  


	 	Very
    truly yours,
	 	CHW
    ACQUISITION CORPORATION
	 	 

    By:
	 /s/
    Jonah Raskas
	 	 	Name:
    	 Jonah
    Raskas
	 	 	Title:	Co-Chief
    Executive Officer and Director
	 	 	 	 


 


	AGREED
    TO AND ACCEPTED BY:	 
	CHW ACQUISITION SPONSOR LLC

    By: CHW Acquisition Founders LLC

    Its: Managing Member

    By: MJG Partners LLC

    Its: Managing Member
	 
	By:	/s/
    Mark Grundman	 
	 	Name:
    	 Mark
    Grundman	 
	 	Title:	Manager	 


 


[Signature
Page to Administrative Services Agreement]