Exhibit 10.6


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER
THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


PROMISSORY NOTE


 





	Principal Amount: up to U.S.$300,000	 	Dated as of August 11, 2020
	(as set forth on the Schedule of Borrowings attached hereto)	 	



 


CC Neuberger Principal
Holdings III, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the
order of CC Neuberger Principal Holdings III Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors
in interest (the “Payee”), or order, the principal sum of up to Three Hundred Thousand U.S. Dollars (U.S.$300,000)
(as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and
conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or
as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance
with the provisions of this Note.


 


1.            Principal.
The principal balance of this Note shall be payable by the Maker on the earlier of: (i) December 31, 2020 and (ii) the
date on which the Maker consummates an initial public offering of its securities (the “IPO”), unless accelerated
upon the occurrence of an Event of Default. The principal balance may be prepaid at any time by the Maker, at its election and
without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder
of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


 2.            Interest. No interest shall accrue on the unpaid principal balance of this Note.




 


3.            Drawdown
Requests. The Maker and the Payee agree that the Maker may request up to Three Hundred Thousand U.S. Dollars (U.S.$300,000)
for costs reasonably related to the Maker’s proposed IPO. The principal of this Note may be drawn down from time to time
prior to the earlier of: (i) December 31, 2020 and (ii) the date on which the Maker consummates the IPO, upon written
request from the Maker to the Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount
to be drawn down, and must not be an amount less than One Thousand U.S. Dollars (U.S.$1,000) unless agreed upon by the Maker and
the Payee. The Payee shall fund each Drawdown Request no later than one (1) business day after receipt of a Drawdown Request;
provided, however, that the maximum amount of drawdowns collectively under this Note is Three Hundred Thousand U.S. Dollars (U.S.$300,000).
No fees, payments or other amounts shall be due to the Payee in connection with, or as a result of, any Drawdown Request by the
Maker.


 


4.            Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 






    		 	 



     


    

 


		5.	Events of Default. The following shall constitute an event of default (“Event of Default”):



 


(a)            Failure
to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified in Section 1 above.


 


(b)            Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property,
or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such
debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.


 


(c)            Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the
Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 


		6.	Remedies.



 


(a)            Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker,
declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts
payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)            Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all
other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any
action on the part of the Payee.


 


7.            Waivers.
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws
exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ
of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.


 


8.             Unconditional
Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or
enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver
or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or
modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that
additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the
Maker’s liability hereunder.


 






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9.              Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered
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.


 


10.            Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK.


 


11.            Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


12.            Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which proceeds
of the IPO (including the deferred underwriters discounts and commissions) and proceeds of the sale of the warrants issued in a
private placement to occur in connection with the consummation of the IPO are to be deposited, as described in greater detail in
the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and
hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason
whatsoever.


 


13.            Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
Maker and the Payee.


 


14.            Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 





	 	CC NEUBERGER PRINCIPAL HOLDINGS III
	 	a Cayman Islands exempted company
	 	 
	 	 
	 	By:	/s/ Matthew Skurbe
	 	 	Name: Matthew Skurbe
	 	 	Title:     Chief Financial Officer



 


Agreed and Acknowledged:


 


 


CC Neuberger Principal Holdings III Sponsor LLC


a Delaware limited liability company


 


 





	By:	 /s/ Matthew Skurbe	 
	 	Name: Matthew Skurbe	 
	 	Title:     Authorized Signatory	 



 


[Signature Page to Promissory Note]


 






    			 



     


    

 


SCHEDULE OF BORROWINGS


 


The following increases or decreases in this Promissory Note
have been made:


 





	Date of Increase or 

Decrease	 	Amount of decrease in 

Principal Amount of this 

Promissory Note	 	Amount of increase in 

Principal Amount of this

 Promissory Note	 	Principal Amount of this 

Promissory Note following 

such decrease or increase



 






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