Exhibit 10.8


 


Healthcare
Merger Corp.


623
Fifth Avenue, 14th floor


New
York, NY 10022


 


[__________],
2019


 


MTS
Health Partners, L.P.


623
Fifth Avenue, 14th floor 


New
York, NY 10022


 


		Re:	Administrative
Support Agreement



 


Ladies
and Gentlemen:


 


This
letter agreement by and between Healthcare Merger Corp. (the “Company”) and MTS Health Partners, L.P. (the “MTS”),
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 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)
MTS shall make available, or cause to be made available, to the Company, at 623 Fifth Avenue, 14th floor, New
York, NY 10022 (or any successor location of the MTS), certain office space, utilities and secretarial and administrative support
as may be reasonably required by the Company. In exchange therefor, the Company shall pay to MTS the sum of $10,000 per month
on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii)
MTS 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 New York, without giving effect to its choice of law principles.


 


[Signature
Page Follows]


 






     


     


    




  


	 	Very
    truly yours,
	 	 
	 	HEALTHCARE
    MERGER CORP.
	 	 	 
	 	By:	 
	 	 	Name:	Steven
    J. Shulman
	 	 	Title:	Chief Executive
    Officer


 


AGREED
TO AND ACCEPTED BY:


 


MTS
HEALTH PARTNERS, L.P.


 


	By:	 	 
	 	Name: 	 
	 	Title:   	 


 


[Signature
Page to Administrative Support Agreement]