Exhibit 10.1 


 


January [●], 2021


 


CC Neuberger Principal Holdings III

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 among CC Neuberger Principal Holdings III, a Cayman
Islands exempted company (the “Company”), Citigroup Global Markets Inc., as representative (the “Representative”)
of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering
(the “Public Offering”) of 40,250,000 of the Company’s units (including 5,250,000 units that may
be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each
comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-fifth 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
III 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, recapitalization, reorganization or similar business combination, with one or more businesses or entities;
(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-twentieths
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 15,062,500 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 $9,000,000
(or up to $10,050,000 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 (including the Class A
ordinary shares issuable upon exercise of such Private Placement Warrants thereof); (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 a portion of the proceeds of 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 Directors (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 held by it, her or him, as applicable, 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.


 






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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 earned on the funds held in the Trust Account (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 to modify 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 earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the
number of then-outstanding Public Shares.


 


(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 to modify the substance or timing of the
Company’s obligation to provide for the redemption of the Public Shares th in connection with an initial Business Combination
or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the 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 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).


 






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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 any 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 the Private Placement Warrants or Ordinary Shares underlying
such warrants until 30 days after the completion of an initial Business Combination.


 


Notwithstanding
the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants, Warrants and Ordinary Shares underlying the Private Placement Warrantsare 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 or partners of the
Sponsor, their affiliates, or any affiliates of the Sponsor, or any employees or such affiliates; (b) in the case of an individual,
by gift to a member of one of the individual’s immediate family, any estate planning vehicle 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 the consummation
of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary
Shares, as applicable, were originally purchased; (f) pro rata distributions from the Sponsor to its members, partners, or stockholders
pursuant to the Sponsor’s operating agreement; (g) by virtue of the Sponsor’s organizational documents upon liquidation
or dissolution of the Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of an initial
Business Combination; (i) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(j) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the
Company’s Public 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 (g) these permitted
transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.

 






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(c)            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 Representatives, 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.


 


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 discussed entering into a transaction 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, in
each case net of interest that may be withdrawn to pay the Company’s tax obligations,
(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 5,250,000 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.


 






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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, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction. 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 III Sponsor LLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	Chinh E. Chu
	 	 
	 	 
	 	Matthew Skurbe
	 	 
	 	 
	 	Keith W. Abell
	 	 
	 	 
	 	Douglas Newton
	 	 
	 	 
	 	Jason Giordano
	 	 
	 	 
	 	Charles Kantor



 


[Signature Page to Letter Agreement]


 






    


     


    

 


	Acknowledged and Agreed:	 
	 	 
	CC NEUBERGER PRINCIPAL HOLDINGS III	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to Letter Agreement]