Exhibit 10.5


 


D8 HOLDINGS CORP.


Unit 1008, 10/F Champion Tower


3 Garden Road


Central, Hong Kong


July 14, 2020


 


D8 Sponsor LLC


Unit 1008, 10/F Champion Tower


3 Garden Road


Central, Hong Kong


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and between D8 Holdings Corp. (the “Company”) and D8
Sponsor LLC (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 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 Sponsor shall
make available, or cause to be made available, to the Company, at Unit 1008, 10/F, Champion Tower, 3 Garden Road, Central, Hong
Kong (or any successor location), office space and secretarial and administrative services 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 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 shall
be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed
within such state, without regards to the conflicts of laws principles thereof.


 


[Signature Page
Follows]



    


     


    

  


	 	Very truly yours, 
	 	 
	 	D8 HOLDINGS CORP.
	 	 	 
	 	By: 	/s/ David Chu
	 	 	Name: David Chu
	 	 	Title:  Chief Executive Officer


  


	AGREED AND ACCEPTED BY:	 
	 	 
	
        D8 SPONSOR LLC 
	 
	 	 
	By: 	/s/ Donald Tang	 
	 	Name: Donald Tang	 
	 	Title:   Managing Member