Exhibit 10.8


 


DIAMONDHEAD HOLDINGS CORP.

250 Park Ave. 7th Floor

New York, New York 10177


 


January __, 2021


 


DHP SPAC-II Private Placement LLC

250 Park Ave. 7th Floor

New York, New York 10177


 


Re:         Administrative
Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between DiamondHead
Holdings Corp. (the “Company”) and DHP SPAC-II Private Placement LLC (“Private Placement”), 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)            Private Placement
shall make available, or cause to be made available, to the Company, at 250 Park Ave. 7th Floor New York, New York 10177
(or any successor location of Private Placement), certain office space, utilities and secretarial and administrative support as may be reasonably
required by the Company. In exchange therefor, the Company shall pay Private Placement the sum of $10,000 per month on the Listing Date and
continuing monthly thereafter until the Termination Date; and


 


(ii)            Private Placement
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,
	 	 
	 	DIAMONDHEAD HOLDINGS CORP.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: David Hamamoto
	 	 	Title: Chief Executive Officer



 





	AGREED TO AND ACCEPTED BY:	 	 
	DHP SPAC-II Private Placement LLC	 	 
	 	 	 
	 	 	 
	By:	         	 	 
	Name:	 	 	 
	Title:	 	 	 



 


[Signature Page
to Administrative Support Agreement]