Exhibit 10.8


 


MONTEREY
BIO ACQUISITION CORPORATION


17 State Street


21st Floor


New York, NY 10004


September 30, 2021


 


NorthStar Bio Ventures, LLC


17 State Street


21st Floor


New York, NY 10004


 


	 	Re:	Administrative Services Agreement




 


Ladies and Gentlemen:


 


This letter agreement by and between Monterey Bio
Acquisition Corporation (the “Company”) and NorthStar Bio Ventures, LLC (“Provider”), 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.	Provider shall make available, or cause to be made available, to the Company, at 17 State Street, 21st Floor, New York, NY 10004 (or
any successor location of Provider), certain office space, utilities, general and administrative services and secretarial support as may
be reasonably required by the Company. In exchange therefor, the Company shall pay Provider the sum of $10,000 per month on the Effective
Date and continuing monthly thereafter until the Termination Date; and



 


		ii.	Provider 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,
	 	 
	 	MONTEREY BIO ACQUISITION CORPORATION
	 	 
	 	By:	/s/
Sanjeev Satyal        
	 	Name: Sanjeev Satyal
	 	Title:  Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	NORTHSTAR BIO VENTURES, LLC	 
	 	 
	By: 	/s/
Sandip I. Patel    	 
	Name: Sandip I. Patel	 
	Title:    Manager	 



 


[Signature
Page to Administrative Services Agreement]