Exhibit 10.8


 


ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I

333 Earle Ovington Blvd. Suite 900


Uniondale, New
York 11553


 


[●], 2021


 


Arbor Rapha Capital LLC

333 Earle Ovington Blvd. Suite 900


Uniondale, New York 11553


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


This Administrative Support Agreement (this
 “Agreement”) by and between Arbor Rapha Capital Bioholdings Corp. I (the “Company”) and Arbor
Rapha Capital 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 Nasdaq Global Market (the “Listing Date”), pursuant to
a Registration Statement on Form S-1 and prospectus filed with the U.S. 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.	Sponsor shall make available, or cause to be made available, to the Company, at 333 Earle Ovington Blvd. Suite 900, Uniondale, New
York 11553 (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 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 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 the 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.


 


This 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.


 


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]


 






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	 	Very truly yours,
	 	 
	 	ARBOR RAPHA CAPITAL BIOHOLDINGS
    CORP. I
	 	 
	 	By:	 
	 	 	Name: Ivan Kaufman
	 	 	Title: Chief Executive Officer




 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	ARBOR RAPHA CAPITAL LLC	 
	 	 
	By:	 	 
	 	Name: Ivan Kaufman	 
	 	Title: Authorized Signatory	 




 


[Signature Page to Administrative Support Agreement]