Exhibit 10.4


 


CC NEUBERGER PRINCIPAL HOLDINGS II

200 Park Avenue, 58th Floor

New York, NY 10166


 


July 30, 2020


 


CC Neuberger Principal Holdings II Sponsor LLC

200 Park Avenue, 58th Floor

New York, NY 10166


 


Ladies and Gentlemen:


 


This letter will confirm our agreement that,
commencing on the effective date (the “Effective Date”) of the registration
statement (the “Registration Statement”) for the initial public offering
(the “IPO”) of the securities of CC Neuberger Principal Holdings II
(the “Company”) and continuing until the earlier of (i) the consummation
by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration
Statement) (such earlier date hereinafter referred to as the “Termination Date”),
CC Capital Partners LLC, an affiliate of CC Neuberger Principal Holdings II Sponsor LLC (the “Sponsor”),
shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services
as may be required by the Company from time to time, situated at 200 Park Avenue, 58th Floor, New York, New York 10166 (or any
successor location). In exchange therefore, the Company shall pay CC Capital Partners LLC a sum of $20,000 per month on the Effective
Date and continuing monthly thereafter until the Termination Date. CC Capital Partners LLC hereby agrees that it does not have
any right, title, interest or claim of any kind (a “Claim”) in or to
any monies that may be set aside in a trust account (the “Trust Account”)
that may be established upon the consummation of the IPO and hereby irrevocably waives any Claim it may have in the future as a
result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against 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.


 


The parties may assign this letter agreement
and any of their rights, interests, or obligations hereunder at any time upon five days’ notice to the other party.


 


This letter agreement shall be governed
by, construed in accordance with, and interpreted pursuant to the laws of the State of New York.


 


This letter agreement may be executed
in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this letter agreement.


 


[Signature Page Follows]


 






    	 	 	 



     


    







 


	 	Very truly yours,
	 	 
	 	CC NEUBERGER PRINCIPAL HOLDINGS II
	 	 
	 	By:	/s/ Matthew Skurbe
	 	 	Name: Matthew Skurbe
	 	 	Title: Chief Financial Officer



 






    	 	 	 



     


    

 





	AGREED TO AND ACCEPTED BY:	 
	 	 
	CC NEUBERGER PRINCIPAL HOLDINGS II SPONSOR LLC	 
	 	 
	By:	/s/ Chinh E. Chu	 
	 	Name: Chinh E. Chu	 
	 	Title: Authorized Signatory