Exhibit 10.1


 


PROMISSORY NOTE


 


	$50,000	 As of May 20, 2022





 


CC Neuberger Principal Holdings
II (“Maker”) promises to pay to the order of CC Neuberger Principal Holdings II Sponsor LLC or its successors or assigns (“Payee”)
the principal sum of Fifty Thousand Dollars and No Cents ($50,000) in lawful money of the United States of America, on the terms and conditions
described below.


 


1.                  
Principal. The principal balance of this Note shall be repayable on the consummation of the Maker’s initial merger,
stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses
or entities (a “Business Combination”). Payee understands that if a Business Combination is not consummated, this Note will
not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside of
its trust account established in connection with its initial public offering.


 


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


 


3.                  
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 attorneys’ fees, then to the payment in full of any late
charges and finally to the reduction of the unpaid principal balance of this Note.


 


4.                  
Events of Default. The following shall constitute Events of Default:


 


(a)               
Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following
the date when due.


 


(b)             
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted
or hereafter amended, or any other applicable federal or state 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 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 Maker generally to pay its debts as such debts become due, or the taking of corporate action by 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 maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal
or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of 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.


 


5.                  
Remedies.


 


(a)                Upon
the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due
and payable, whereupon the 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 4(b) and 4(c), the unpaid principal balance of, 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 Payee.


 


6.                  
Conversion. Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert
the principal balance of this Note, in whole or in part at the option of the Payee, into Private Placement Warrants (as defined in that
certain Warrant Agreement, dated August 4, 2020, by and between the Maker and Continental Stock Transfer & Trust Company), at a price
of $1.00 per Private Placement Warrant. As promptly after notice by Payee to Maker to convert the principal balance of this Note, which
must be made at least 24 hours prior to the consummation of the Business Combination, as reasonably practicable and after Payee’s
surrender of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, a warrant certificate or certificates
(issued in the name(s) requested by Payee), or made appropriate book-entry notation on the books and records of the Maker, for the number
of Warrants of Maker issuable upon the conversion of this Note.


 


7.                  
Waivers. 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 Payee under the terms of this Note, and all benefits that might accrue to 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 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 Payee.


 


8.                  
Unconditional Liability. 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 Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee
with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to them or affecting their liability hereunder.


 


9.                  
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested,
(ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted
delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate
by notice in accordance with this Section:


 


If to Maker:


 


CC Neuberger Principal Holdings II

200 Park Avenue, 58th Floor

New York, NY 10166


 


If to Payee:


 





CC Neuberger Principal Holdings II Sponsor LLC

200 Park Avenue, 58th Floor

New York, NY 10166


 






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Notice shall be deemed given on the earlier of
(i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an
e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt,
or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.


 


10.              
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 established in which proceeds of the
Makers initial public offering of securities (“IPO”) (including the deferred underwriters discounts and commissions) and proceeds
of the sale of the warrants issued in a private placement which occurred in connection with the consummation of the IPO are deposited,
as described in greater detail in the registration statement and prospectus 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.


 


11.              
Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of
conflict of laws, of the State of New York.


 


12.              
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.


 


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IN WITNESS WHEREOF, Maker,
intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Financial Officer the day and year first above
written.


 


	 	 	 	CC Neuberger Principal Holdings II
	 	 	 
	 	 	 	By:	 /s/ Matthew Skurbe
	 	 	 	Name: Matthew Skurbe
	 	 	 	Title: Chief Financial Officer
	 	 	 	 
	 	 	 	 
	Agreed and Acknowledged:	 
	 
	CC Neuberger Principal Holdings II Sponsor LLC
 a Delaware limited liability company	 
	 
	By:	/s/ Matthew Skurbe	 	 
	 	 	 	 
	Name: Matthew Skurbe
 Title: Authorized Signatory	 




 


[Signature Page to Promissory Note]