Exhibit 10.1


 


July 30, 2020


 


CC Neuberger Principal Holdings II


200 Park Avenue, 58th Floor


New York, New York 10166


 


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 between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”),
and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters
(the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”)
of 82,800,000 of the Company’s units (including 10,800,000 units that may be purchased pursuant to the Underwriters’
option to purchase additional units, the “Units”), each comprising of one of the Company’s Class
A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable
warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary
Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph
1 hereof.


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, CC Neuberger Principal Holdings II Sponsor LLC (the “Sponsor”)
and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”)
hereby agree with the Company as follows:


 


1.                  
Definitions. As used herein, (i) “Business Combination” shall mean a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or
more businesses; (ii) “Forward Purchase Agreement” shall mean that certain forward purchase agreement
entered into between the Company and Neuberger Berman Opportunistic Capital Solutions Master Fund LP, a member of the Sponsor,
relating to the sale by the Company of up to $200,000,000 of units, with each unit consisting of one Ordinary Share and three-sixteenths
of one Warrant to purchase one Ordinary Share at $11.50 per share, for a purchase price of $10.00 per Unit in a transaction to
occur concurrently with the closing of the initial Business Combination; (iii) “Founder Shares” shall
mean the 25,700,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation
of the Public Offering; (iv) “Private Placement Warrants” shall mean the warrants to purchase Ordinary
Shares of the Company that will be acquired by the Sponsor for an aggregate purchase price of $16,400,000 (or up to $18,560,000
if the Underwriters’ exercise their option to purchase additional units), or $1.00 per Warrant, in a private placement that
shall close simultaneously with the consummation of the Public Offering; (v) “Public Shareholders” shall
mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (vi) “Public Shares”
shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vii) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement
Warrants shall be deposited; (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 Securities Exchange Act of 1934, as amended, 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); and (ix) “Charter” shall mean the Company’s Amended
and Restated Memorandum and Articles of Association, as the same may be amended from time to time.


 






     


     


    

 


2.                  
Representations and Warranties.


 


(a)       The
Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has
the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, as applicable, and to
serve as an officer of the Company and/or a director on the Company’s Board of Director (the “Board”),
as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer
and/or director of the Company, as applicable.


 


(b)       Each
Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished
to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does
not omit any material information with respect to such Insider’s background. The Insider’s questionnaire furnished
to the Company is true and accurate in all material respects. Each Insider represents and warrants that such Insider 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; such Insider 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 such Insider is not currently a defendant in any such criminal
proceeding; and such Insider 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.


 


3.                  
Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive
agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with
respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination,
then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares
and any Public Shares acquired by it, her or him, as applicable, in the Public Offering or the secondary public market in favor
of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business
Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.


 


4.                  
Failure to Consummate a Business Combination; Trust Account Waiver.


 


(a)      
The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the
Company fails to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and
each Insider 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 10 business days thereafter, redeem 100% of the Public Shares, at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less
up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public
Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to
receive further liquidation 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 Board, liquidate and dissolve, 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 Sponsor and each Insider agree not to propose any amendment to the Charter
that would affect the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares
in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an
initial Business Combination within the required time period set forth in the Charter, unless the Company provides its Public
Shareholders with the opportunity to redeem their Public 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 (net of taxes payable), divided
by the number of then-outstanding Public Shares.


 






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(b)      
The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or 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 it, her or him, if any. The Sponsor and each
of the Insiders hereby further waive, with respect to any Public Shares and Founder Shares held by it, her or him, as applicable,
any redemption rights it, she or he may have in connection with 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 a shareholder
vote to approve an amendment to the Charter that would affect the substance or timing of the Company’s obligation to provide
for the redemption of the Public Shares in connection with an initial Business Combination or to redeem 100% of the Public Shares
if the Company does not complete an initial Business Combination within the required time period set forth in the Charter or in
the context of a tender offer made by the Company to purchase Public Shares (although the Sponsor and the Insiders shall be entitled
to redemption and liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business
Combination within the required time period set forth in the Charter).


 


5.                   Lock-up;
Transfer Restrictions.


 


(a)      
The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares
Lock-up”) until the earlier of (A) one year after the completion of an initial Business Combination and (B) the date
following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange
or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding
the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per
share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and
the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial
Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.


 


(b)      
The Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or Ordinary
Shares underlying such warrants until 30 days after the completion of an initial Business Combination.


 


(c)      
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares,
Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants 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 of the
Sponsor or their affiliates, or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s
immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate
of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the 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 a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) by
virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor; (g) in the event of the Company’s liquidation prior to the completion of a Business Combination; (h) to the Company
for no value for cancellation in connection with the consummation of an initial Business Combination; or (i) in the event of completion
of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial
Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees
must enter into a written agreement agreeing to be bound by these transfer restrictions.


 



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(d)      
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date,
the Sponsor and each Insider shall not, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares,
Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him,
as applicable, subject to certain exceptions enumerated in Section 5(g) of the Underwriting Agreement.


 


6.                  Remedies. The Sponsor and each of the Insiders
hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach
by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7,
10 and 11, (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.


 


7.                 
Payments by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the
Sponsor nor any director or officer of the Company nor any affiliate of the officers shall receive from the Company any finder’s
fee, reimbursement, consulting fee, monies in respect of any payment 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).


 


8.                 
Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing
directors’ and officers’ liability insurance, and the Insiders 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.


 


9.                 
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares
Lock-up Period and (ii) the liquidation of the Company.


 


10.               
Indemnification. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate
its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party
for services rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered
into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent
necessary to ensure that such claims by a third party for services rendered or products sold to the Company or a Target do not
reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per
Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share
due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or Target
who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim
with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the
claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 



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11.                Forfeiture
of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase up to an additional
10,800,000 Units within 45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor
agrees to automatically surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of
Founder Shares so that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares and
Founder Shares outstanding at such time plus the number of Ordinary Shares to be sold pursuant to the Forward Purchase
Agreement. The Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or
decreased, the Company will effect a share capitalization or a share repurchase, as applicable, with respect to the Founder
Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder
Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time plus the number
of Ordinary Shares to be sold pursuant to the Forward Purchase Agreement.


 


12.               
Entire Agreement. 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.


 


13.               
Assignment. 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 Sponsor, each of the Insiders and each of their respective successors, heirs, personal representatives
and assigns and permitted transferees.


 


14.               
Counterparts. 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.


 


15.               
Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter
Agreement and shall not affect the interpretation thereof.


 


16.               
Severability. 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.


 


17.               
Governing Law. 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.


 


18.               
Notices. 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.


 


 


[Signature Page Follows]


 


 



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	 	Sincerely,	 
	 	 	 	 
	 	 	 	 
	 	CC NEUBERGER PRINCIPAL

 HOLDINGS II SPONSOR LLC
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Chinh E. Chu 
	 	 	Name:	Chinh E. Chu
	 	 	Title:	Authorized Signatory



 





 


	 	/s/ Chinh E. Chu
	 	Chinh E. Chu
	 	 
	 	 
	 	/s/ Matthew Skurbe
	 	Matthew Skurbe
	 	 
	 	 
	 	/s/ Jason K. Giordano
	 	Jason K. Giordano
	 	 
	 	 
	 	/s/ Douglas Newton
	 	Douglas Newton
	 	 
	 	 
	 	/s/ Charles Kantor
	 	Charles Kantor
	 	 
	 	 
	 	/s/ Joel Alsfine
	 	Joel Alsfine
	 	 
	 	/s/ James Quella
	 	James Quella