Exhibit 10.8


 


NorthView Acquisition Corporation


207 West 25th Street, 9th Floor


New York, NY 10001


 


[●], 2021


 


________________


________________


 


 


Re: Administrative
Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between NorthView Acquisition Corporation (the
“Company”) and [●] (the “Consultant”), 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 (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 (i) the consummation by the Company of an
initial business combination, (ii) the Company’s liquidation, or (iii) 18 months (or up to 24 months if we extend the period of
time to consummate a business combination) after the Listing Date (in each case as described in the Registration Statement) (such earlier
date hereinafter referred to as the “Termination Date”):


 


(i) The Consultant shall make
available, or cause to be made available, to the Company, at 207 West 25th Street, 9th Floor, New York City,
New York 10001 (or any successor location of the Company), certain office space, utilities and secretarial and administrative services
as may be reasonably required by the Company. In exchange therefor, the Company shall pay to the Consultant the sum of $5,000 per month
on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii) The Consultant 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”) as a result
of, or arising out of, this letter agreement, 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 Delaware, without
giving effect to its choice of law principles.


 


[Signature Page Follows]


 




     


    


    

 


	 	Very truly yours,
	 	 
	 	NORTHVIEW ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:  	Jack E. Stover 
	 	 	Title: 	Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


__________________


 


	By:	 	 
	 	Name: 	 
	 	Title:   	 


 


[Signature Page to the Administrative Services
Agreement]