Exhibit 10.12


SIGNAL HILL ACQUISITION
CORP.


2810 N. Church Street, Suite
94644


Wilmington, DE 19802-4447


 


February 10, 2022


 


Signal Hill Acquisition
Sponsor, LLC

2810 N. Church Street, Suite 94644


Wilmington, DE 19802-4447


 


Re: Administrative
Support Agreement


 


Ladies and Gentlemen:


 


This
letter agreement (this “Agreement”) by and between Signal Hill Acquisition Corp. (the “Company”)
and Signal Hill Acquisition Sponsor (the “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 Global 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”):


 


1. 
The Sponsor shall make available, or cause to be made available, to the Company, at 2810 N. Church Street, Suite 94644, Wilmington,
DE 19802-4447 (or any successor location), certain office space, utilities and secretarial and administrative support as may be reasonably
required by the Company. In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


2. 
The 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 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 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 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,
	 	 
	 	SIGNAL
    HILL ACQUISITION CORP.
	 	 
	 	By:
    	/s/
    Jonathan Bond
	 	Name:	Jonathan
    Bond
	 	Title:
    	Chief
    Executive Officer




 


	AGREED
    AND ACCEPTED BY:	 
	 	 
	SIGNAL
    HILL ACQUISITION SPONSOR, LLC	 
	 	 
	By:
    	/s/
    Paul Roberts	 
	 	Name:	Paul
    Roberts	 
	 	Title:	Managing
    Member	 




 


[Signature Page to Administrative
Support Agreement]