Exhibit 10.8


 


CONYERS PARK III ACQUISITION CORP.

999 Vanderbilt Beach Road, Suite 601


Naples, FL 34108


 


[●], 2021


 


Conyers Park III Sponsor LLC

999 Vanderbilt Beach Road, Suite 601

Naples, FL 34108


 


		Re:	Administrative Support Agreement



 


Ladies and Gentlemen:


 


This letter agreement by and between Conyers Park
III Acquisition Corp. (the “Company”) and Conyers Park III Sponsor 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 Capital Market (the
“Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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 999 Vanderbilt Beach Road, Suite 601, Naples, FL 34108
(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 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”), 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
laws principles.


 


[Signature Page Follows]


 




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	 	Very truly yours,
	 	 
	 	CONYERS PARK III ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name: 	Brian K. Ratzan
	 	Title:	Chief Financial Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	CONYERS PARK III SPONSOR LLC	 
	 	 
	By:	 	 
	Name: 	Brian K. Ratzan	 
	Title:	Authorized Signatory	 


 


[Signature Page to Administrative Support Agreement]