Exhibit 10.7


CC Neuberger Principal Holdings III





200 Park Ave., 58th Floor 

New York, NY 10166


 


August 11, 2020


 


CC Neuberger Principal Holdings III Sponsor

LLC 200 Park Ave.,
58th Floor





New York, NY 10166


 


		RE:	Securities Subscription Agreement



 


Gentlemen:


 


This agreement (this
 “Agreement”) is entered into on August 11, 2020 by and between CC Neuberger Principal Holdings III Sponsor
LLC, a Delaware limited liability company (the “Subscriber” or “you”), and CC Neuberger Principal
Holdings III, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby
accepts the offer the Subscriber has made to subscribe for and purchase 22,250,000 Class B ordinary shares, US$0.0001 par
value per share (the “Shares”), up to 2,250,000 of which are subject to surrender and cancellation by you if
the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company
do not fully exercise their over-allotment option (the “Over- allotment Option”). The Company and the Subscriber’s
agreements regarding such Shares are as follows:


 


		1.	Purchase of Securities.



 


1.1           Subscription
and Purchase of Shares. For the sum of US$25,000 (the “Purchase Price”), which the Company acknowledges
has been remitted at the Company’s direction for offering costs, the Company hereby issues the Shares to the Subscriber,
and the Subscriber hereby subscribes for and purchases the Shares from the Company, 2,250,000 of which are subject to surrender
and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares
of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares
as a matter of Cayman Islands law.


 


1.2           Surrender
of Subscriber Share. On the issuance of the Shares, the Subscriber hereby surrenders for no consideration the one Class B
ordinary share, US$0.0001 par value per share, that the Subscriber holds in the Company.


 


		2.	Representations, Warranties and Agreements.



 


2.1           Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby
represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1        No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Shares.


 


2.1.2        No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents
of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute,
rule or regulation to which the Subscriber is subject, or any agreement,
order, judgment or decree to which the Subscriber is subject.


 






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2.1.3        Registration
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws
of the State of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by
this Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of the Subscriber,
enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to
general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4        Experience,
Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate
the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares
for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore
cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The
Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own
interests. The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective
registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale.
The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s
investment in the Shares.


 


2.1.5        Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as
the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied solely on
the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due
diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has
been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2
and the Subscriber has not relied on any other representations or information in making its investment decision, whether written
or oral, relating to the Company, its operations and/or its prospects.


 


2.1.6        Private
Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated
hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning
of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.


 


2.1.7        Investment
Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and
not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The
Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502 of Regulation D under the Securities Act.


 






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2.1.8        Restrictions
on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a
public offering within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act, and the Subscriber understands that any
certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future
the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged
or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available
exemption from registration. The Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to
be made, as a condition precedent to any such transfer, the Subscriber may, at the Company’s option, be required to
deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber
agrees not to resell the Shares. The Subscriber further acknowledges that because the Company is a shell company,
Rule 144 may not be available to the Subscriber for the resale of the Shares until at least one year following
consummation of the initial business combination of the Company, despite technical compliance with the requirements of
Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9        No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required or necessary
on the part of the Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2           Company’s
Representations, Warranties and Agreements. To induce the Subscriber to subscribe for and purchase the Shares, the Company
hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1        Incorporation
and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating
results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the
transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement will be a legal, valid
and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law
or in equity).


 


2.2.2        No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the memorandum and articles of association
of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute,
rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3        Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s
register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with,
and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have
or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer
restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and
state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4        No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the
Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions
contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages
or to obtain other relief in connection with any transactions.


 






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		3.	Surrender and Cancellation of Shares.



 


3.1           Partial
or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of
the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall surrender
for cancellation any and all rights to such number of Shares (up to an aggregate of 2,250,000 Shares and pro rata based upon the
percentage of the Over-allotment Option exercised) such that immediately following such surrender, the number of Shares will equal
20% of the issued and outstanding ordinary shares of the Company immediately following the IPO plus the number of ordinary shares
issuable pursuant to any forward purchase agreement entered into by the Company in connection with its IPO.


 


3.2           Termination
of Rights as Shareholder. If any of the Shares are surrendered and cancelled in accordance with this Section 3, then after
such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such Shares, and the Company
shall take such action as is appropriate to cancel such Shares.


 


 4.             Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares subcribed for and purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases securities in the IPO or in the aftermarket, any ordinary shares so subscribed for and purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any ordinary shares into funds held in the Trust Account upon the successful completion of an initial business combination.




 


		5.	Restrictions on Transfer.



 


5.1           Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an
 “Insider Letter”) to be dated on or prior to the closing of the IPO by and among the Subscriber, the
Company and the other parties thereto, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose
of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the
Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be
effective or (b) the Company has received, if requested by the Company, an opinion from counsel reasonably satisfactory
to the Company, that such registration is not required because such transaction is exempt from registration under the
Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable
state securities laws.


 


5.2           Restrictive
Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE.”


 






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“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING
THE TERM OF THE LOCKUP.”


 


5.3           Additional
Shares or Substituted Securities. In the event of the declaration of a share capitalization, the declaration of an extraordinary
dividend payable in a form other than Shares, a spin-off, a share sub-division, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s issued and outstanding Shares without receipt of consideration, any new,
substituted or additional securities or other property which are by reason of such transaction distributed with respect to any
Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this
Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be
made to the number and/or class of Shares subject to this Section 5 and Section 3.


 


5.4           Registration
Rights. The Subscriber acknowledges that the Shares are being subscribed for and purchased pursuant to an exemption from the
registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are
registered pursuant to a Registration and Shareholder Rights Agreement to be entered into with the Company prior to the closing
of the IPO (the “Registration and Shareholder Rights Agreement”).


 


		6.	Other Agreements.



 


6.1           Further
Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.


 


6.2           Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered
(i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party, or (iii) by electronic mail, to the electronic mail address most
recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice
or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the
business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business
day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


6.3           Entire
Agreement. This Agreement, together with that certain Insider Letter to be entered into between the Subscriber and the Company
and the Registration and Shareholder Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration
Statement on Form S-1 associated with the Company’s IPO, embodies the entire agreement and understanding between the
Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly
set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this
Agreement.


 


6.4           Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


 






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6.5           Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only
by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


6.6           Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party.


 


6.7           Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third- party beneficiary of this Agreement.


 


6.8           Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of Delaware applicable to contracts wholly performed within the borders of such state.


 


6.9           Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 


6.10         No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy
of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment
or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute
a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required
under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action
in any circumstances without such notice or demand.


 


6.11         Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any
other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 


6.12         No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to
create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or
demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been
employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 






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6.13         Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only
and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14         Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15         Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have
independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


 


6.16         Mutual
Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7.             Voting
and Redemption or Repurchase of Shares. The Subscriber agrees to vote the Shares in favor of an initial business combination
that the Company negotiates and submits for approval to the Company’s shareholders and shall not seek redemption or repurchase
with respect to such Shares. Additionally, the Subscriber agrees not to seek redemption or repurchase of any Shares in connection
with a tender offer presented to the Company’s shareholders in connection with an initial business combination negotiated
by the Company.


 


[Signature Page Follows]


 






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If the foregoing accurately sets forth our
understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 








	 	Very
    truly yours,
	 	 
	 	 
	 	CC Neuberger Principal Holdings III
	 	 
	 	 
	 	By:	 /s/ Matthew Skurbe
	
	 	 	Name: Matthew Skurbe
	
	 	 	Title: Chief Financial Officer
	 




 


	Accepted and agreed as of the date first written above.	 
	 	 
	CC Neuberger Principal Holdings III Sponsor LLC	 
	 	 
	 	 
	By:	/s/ Matthew Skurbe	 
	
	 	Name: Matthew Skurbe	 
	
	 	Title: Authorized Signatory