SC HEALTH CORPORATION
Exhibit 10.8
SC HEALTH CORPORATION
000 Xxxxxxxx Xxxx #00-00
Xxxxxxxxx 000000
____________, 2019
SIN Capital Group Pte. Ltd.
000 Xxxxxxxx Xxxx #00-00
Xxxxxxxxx 000000
Ladies and Gentlemen:
This letter agreement (this “Agreement”) by and between SC Health Corporation (the “Company”) and SIN Capital Group Pte. Ltd. (the “Provider”), 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 New York Stock Exchange (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”):
(1) The Provider shall make available to the Company, at 000 Xxxxxxxx Xxxx #00-00, Xxxxxxxxx 000000 (or any successor location of the
Provider), certain office space, secretarial support and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Provider the sum of $10,000 per month commencing on the Listing Date and
continuing monthly thereafter until the Termination Date; and
(2) The Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (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 as a result of, or arising out of, this Agreement, 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, 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 applicable to contracts wholly performed within its borders of such state, without giving effect to the
conflict of law principles thereof.
[Signature page follows]
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Very truly yours,
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SC Health Corporation
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By:
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Name:
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Title:
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AGREED AND ACCEPTED BY:
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SIN Capital Group Pte. Ltd.
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By:
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By:
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Name:
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Title:
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[Signature Page to Administrative Services Agreement]
