Exhibit 10.3


 


April 9, 2021


 


D8 Holdings Corp.


Unit 1008, 10/F, Champion Tower


3 Garden Road


Central, Hong Kong


 


Re:       Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and among D8 Holdings Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC,
as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to the underwritten initial public offering (the “Public
Offering”), of up to 34,500,000 of the Company’s units (the “Units”), each comprised of
one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to
purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and listed on the New
York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned member of the board of directors of the Company (the “Director”)
hereby agrees with the Company as follows:


 


		1.	The Director agrees that if the Company seeks shareholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, he shall (i) vote any Ordinary Shares (as defined below) owned by him in favor
of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by him in connection with such shareholder approval.
If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Director agrees that he will not
sell or tender any Ordinary Shares owned by him in connection therewith. 



 


		2.	The Director hereby agrees that in the event that the Company fails to consummate a Business Combination
within 24 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance
with the Company’s amended and restated memorandum and articles of association (as it may be amended from time to time, the “Charter”),
the Director shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Class A Ordinary Shares sold
as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in
the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Offering Shares, which redemption will completely extinguish all Public Shareholders’ (as defined below) rights as shareholders
(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve
and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of applicable law. The Director agrees to not propose any amendment
to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial
business combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the required
time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial
Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes,
divided by the number of then outstanding Offering Shares.







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The Director acknowledges that he has
no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result
of any liquidation of the Company with respect to the Founder Shares held by him. The Director hereby further waives, with respect to
any Ordinary Shares held by him, if any, any redemption rights he may have in connection with (a) the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination, or
(b) a shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with our initial business combination or to redeem 100% of the Offering Shares if the Company has not
consummated a Business Combination within the time period set forth in the Charter or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company
to purchase Offering Shares (although the Director shall be entitled to redemption and liquidation rights with respect to any Offering
Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).





 


		3.	The Director hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably
injured in the event of a breach by the Director of his obligations under paragraphs 1, 2, 3, 4(a), 4(b), and 6 as applicable, of this
Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.



 


		4.	



		a)	The Director agrees that he shall not Transfer any Founder Shares (or any Class A Ordinary Shares issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination and
(B) subsequent to the Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes
a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s
Public Shareholders having the right to exchange their shares of Class A Ordinary Shares for cash, securities or other property (the “Founder
Shares Lock-up Period”).



 


		b)	The Director agrees that he shall not Transfer any Private Placement Warrants (or any Class A Ordinary
Shares underlying the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).



 


		c)	Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares,
Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants that are held by the Director or
any of his permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors,
any affiliate or family member of any of the Company’s officers or directors, any members or partners of D8 Sponsor LLC (the “Sponsor”)
or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to
a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate
family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent
and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e)
by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the
consummation of an initial Business Combination at prices no greater than the price at which the securities were originally purchased;
(f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws
of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event
of the Company’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the Company’s
completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these
permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and
the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).



 






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		5.	The Director represents and warrants that he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
Each Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is
true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Director’s
questionnaire furnished to the Company is true and accurate in all respects. The Director represents and warrants that: he is not subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; he has never been convicted of, or pleaded guilty to, any
crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and he is not currently a defendant in any such criminal proceeding.



 


		6.	Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor
or any officer, nor any director of the Company, including the Director, shall receive from the Company any finder’s fee, reimbursement,
consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with
any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the
type of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior
to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company
by the Sponsor; payment to the Sponsor for certain office space, utilities, secretarial and administrative support as may be reasonably
required by the Company for a total of $10,000 per month; payment of customary fees to members of the board of directors of the Company
for director service; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing
an initial Business Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time to time,
made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction costs in
connection with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination,
a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no
proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price
of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to
exercise price, exercisability and exercise period.



 


		7.	The Director has full right and power, without violating any agreement to which it is bound (including,
without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company.



 


		8.	As used herein, (i) “Business Combination” shall mean a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses;
(ii) “Ordinary Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001
per share (the “Class B Ordinary Shares”); (iii) “Founder Shares” shall mean the 8,625,000
Class B Ordinary Shares issued and outstanding; (iv) “Initial Shareholders” shall mean the Sponsor and any Insider
that holds Founder Shares; (v) “Private Placement Warrants” shall mean the or 8,900,000 warrants that the Sponsor
has agreed to purchase for an aggregate purchase price of $8,900,000, or $1.00 per warrant, in a private placement that occurred simultaneously
with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities
issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net
proceeds of the Public Offering and the sale of the Private Placement Warrants were deposited; and (viii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b).



 









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		9.	The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and the Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any of the Company’s directors or officers.



 


		10.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect
of the subject matter hereof 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 changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by all parties hereto. 



 


		11.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other parties. 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 shall
be binding on The Director and his respective successors, heirs and assigns and permitted transferees. 



 


		12.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation
other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation,
promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted
transferees. 



 


		13.	This Letter Agreement may be executed in any number of original or facsimile counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument. 



 


		14.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


 


		15.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of New York. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way
to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction
and venue or that such courts represent an inconvenient forum.






 


		16.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter
Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or facsimile transmission.



 


 


		17.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii)
the liquidation of the Company.



 


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	 
	 	 
	 	 	 
	 	/s/ David Ho
	 	Name: David Ho
	 	 	 
	 	 
	 	 
	 	 	 
	 	 
	 	 
	 	 	 
	 	 
	 	 
	 	 	 
	 	 
	 	 
	 	 	 
	 	 
	 	 


 


	Acknowledged and Agreed:	 
	 	 
	
    D8 HOLDINGS CORP.

     
	 
	 	 	 
	By:	/s/ David Chu	 
	 	Name: David Chu	 
	 	Title: Chief Executive Officer	 


 






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