Exhibit 10.4


 


Execution Version


 


SPONSOR SIDE LETTER


 


This letter agreement
(this “Side Letter”) is dated as of October 14, 2020, by and among CC Neuberger Principal Holdings I Sponsor,
LLC, a Delaware limited liability company (the “Sponsor”), Eva F. Huston (“Huston”), Keith
W. Abell (“Abell” and, together with Huston, each an “Independent Director” and collectively,
the “Independent Directors”, and together with the Sponsor, the “Sponsor Parties”), CC NB
Sponsor I Holdings LLC, a Delaware limited liability company (“CC Holdings”), Neuberger Berman Opportunistic
Capital Solutions Master Fund LP, a Cayman Islands exempted company (“NBOKS” and, together with CC Holdings,
the “Founder Holders”), and CC Neuberger Principal Holdings I, a Cayman Islands exempted company (“PubCo”).
Capitalized terms used but not defined in this Side Letter shall have the respective meanings ascribed to such terms in the Business
Combination Agreement (as defined below), except as otherwise provided in Section 1.3 of this Side Letter.


 


RECITALS


 


WHEREAS, as of the date
hereof, (i) the Sponsor is the holder of record (any such holder, a “Holder”) of 15,250,000 Buyer Class B
Ordinary Shares (the “Sponsor Shares”), (ii) Huston is the Holder of 50,000 Buyer Class B Ordinary
Shares (the “Huston Shares”), and (iii) Abell is the Holder of 50,000 Buyer Class B Ordinary Shares
(the “Abell Shares” and, together with the Huston Shares and the Sponsor Shares, the “Founder Shares”);


 


WHEREAS, contemporaneously
with the execution and delivery of this Side Letter, PubCo has entered into a Business Combination Agreement with E2open Holdings,
LLC, a Delaware limited liability company (the “Company”), Sonar Company Merger Sub, LLC (“Company
Merger Sub”) and the other parties thereto, dated as of the date hereof (as amended or modified from time to time in
accordance with the terms of such agreement, the “Business Combination Agreement”), pursuant to which, among
other things, (i) immediately prior to the Closing, PubCo shall domesticate as a Delaware corporation (the “Domestication”)
and, at the Effective Time, Company Merger Sub will merge with and into the Company, with the Company surviving as a Subsidiary
of PubCo and (ii) the Company LLCA will be amended and restated in the form set forth in an exhibit attached to the Business
Combination Agreement (the “Company A&R LLCA”) pursuant to which PubCo will be the sole managing member
of the Company;


 


WHEREAS, in connection
with the Domestication and the occurrence of the Closing, each Founder Share will automatically be converted into one share of
Class A Common Stock of PubCo (“Class A Common Stock”) pursuant to the Governing Documents of PubCo
(the “Automatic Conversion”);


 


WHEREAS, in accordance
with the terms of this Side Letter, in lieu of the Automatic Conversion of an aggregate of 2,500,000 Founder Shares, the parties
hereto desire to instead automatically convert such Founder Shares into Series B-1 Common Stock (as defined in the Buyer Certificate
of Incorporation) in connection with the Domestication and upon the occurrence of the Closing;


 


WHEREAS, the remaining
12,850,000 Founder Shares shall continue to be subject to the Automatic Conversion; and


 


WHEREAS, as an inducement
to the Company to enter into the Business Combination Agreement and to consummate the transactions contemplated therein, the parties
hereto desire to agree to certain matters as set forth herein, including making the Company an express third party beneficiary
of this Side Letter to the extent set forth herein.


 






    


     


    

 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby
agree as follows:


 


ARTICLE I

Class b cONVERSION; COVENANTS


 


Section 1.1            Conversion
of Certain Founder Shares. Effective as of the consummation of the Domestication, and conditioned on the occurrence of the
Closing in accordance with the Business Combination Agreement, each Sponsor Party hereby consents to the automatic conversion of
the number of Founder Shares set forth opposite its or his/her name on Schedule I hereto under the header “Founder
Shares” into the number of shares of Series B-1 Common Stock set forth opposite its or his/her name on Schedule I
hereto under the header “Series B-1 Common Stock”, in each case in lieu of the Automatic Conversion, in accordance
with the terms and conditions of this Side Letter (such automatic conversion, the “Class B Conversion”),
which shares of Series B-1 Common Stock shall be subject to the provisions set forth in this Side Letter and the Buyer Certificate
of Incorporation (all such Series B-1 Common Stock, the “Restricted Sponsor Shares”). After the Class B
Conversion, each Sponsor Party shall own the number of shares of Class A Common Stock and Series B-1 Common Stock set
forth opposite its or his/her name on Schedule I hereto under the header “Class A Common Stock” and “Series B-1
Common Stock”, respectively.


 


Section 1.2            Dividend
Payments. For so long as any Restricted Sponsor Share is outstanding, the payment of any dividend declared by the Board in
respect of a share of Series B-1 Common Stock shall not be made by PubCo to any holder of Series B-1 Common Stock unless
and until the occurrence of a B-1 Conversion Event (as defined in the Buyer Certificate of Incorporation), in accordance with the
Buyer Certificate of Incorporation, with respect to such share of Series B-1 Common Stock. If any such Restricted Sponsor
Share does not convert in accordance with the Buyer Certificate of Incorporation prior to such time as such Restricted Sponsor
Share is canceled in accordance with Section 1.4 and the Buyer Certificate of Incorporation, no dividends previously
declared shall be paid or payable to the holder of such Restricted Sponsor Share in respect of any such share of Series B-1
Common Stock and any right to such dividends shall be forfeited in all respects.


 


Section 1.3            Conversion
of Restricted Sponsor Shares.


 


(a)            Each
Restricted Sponsor Share will be held in accordance with this Side Letter unless and until a B-1 Conversion Event (as defined in
the Buyer Certificate of Incorporation) occurs.


 


(b)            Upon
the occurrence of a B-1 Conversion Event, each Restricted Sponsor shall automatically convert into a share of Class A Common
Stock and the holder of such Restricted Sponsor Share shall be entitled to a Dividend Catch-Up Payment as provided in Section 4.3(D) of
the Buyer Certificate of Incorporation.


 


Section 1.4            Cancellation
of Restricted Sponsor Shares. To the extent that, on or before the tenth (10th) anniversary of the Closing Date, a B-1 Conversion
Event has not occurred in accordance with the Buyer Certificate of Incorporation, and as a result any Restricted Sponsor Share
has not converted into a share of Class A Common Stock, then such Restricted Sponsor Shares shall automatically be forfeited
to PubCo and canceled for no consideration therefor and shall cease to be outstanding and any dividend declared in respect of such
Restricted Sponsor Shares and any Dividend Catch-Up Payment shall also be forfeited to PubCo for no consideration therefor, in
accordance with Section 4.3(E) of the Buyer Certificate of Incorporation.


 






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Section 1.5            Adjustments.
In the event any stock dividend, stock split, reverse stock split, recapitalization, reclassification, combination or exchange
of shares of PubCo occurs with respect to any Founder Shares before the Closing, but excluding the Class B Conversion and
the Automatic Conversion, (each, a “Pre-Closing Split”), then the number of Founder Shares that converts into
Restricted Sponsor Shares shall be adjusted as a result of such Pre-Closing Split to provide the same economic effect as contemplated
by this Side Letter prior to such Pre-Closing Split.


 


Section 1.6            Transfer
Restrictions. Each Sponsor Party hereby acknowledges and agrees that, during the period between the execution of this Side
Letter and the Closing, the Founder Shares shall remain subject to and bound by the provisions of, and may only be Transferred
(as defined in the Lock-Up Agreement) in accordance with, Section 5 of that certain letter agreement (the “Lock-Up
Agreement”), dated as of April 28, 2020, by and among PubCo and each of the Sponsor Parties, a copy of which is
attached hereto as Exhibit A. Following the Closing, no Sponsor Party and no Founder Holder shall be entitled to make any
voluntary or involuntary, direct or indirect (whether through a change of control of the Transferor or any Person that controls
the Transferor, the issuance or transfer of Equity Securities of the Transferor, by operation of law or otherwise), transfer, sale,
pledge or hypothecation or other disposition (each, a “Transfer”) of any Restricted Sponsor Share, except in
accordance with that Investor Rights Agreement dated as of the Closing Date among PubCo, the Sponsor Parties, the Founder Holders
and the other parties thereto (the “Investor Rights Agreement”); provided, that the joinder executed by any
transferee in receipt of Restricted Sponsor Shares in connection with such Transfer shall include an obligation to be bound by
this Side Letter; provided, further, that any transferee in receipt of Restricted Sponsor Shares will make an election, on a protective
basis, under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) in accordance
with Section 1.8 of this Side Letter upon the request of the transferor thereof, within thirty (30) days following
such transfer.


 


Section 1.7            Legend
on Certificates for Certificated Shares. Each outstanding share of Series B-1 Common Stock, whether certificated or in
book-entry form, shall bear the following legend:


 


“THE SHARES REPRESENTED BY
THIS CERTIFICATE OR BOOK-ENTRY CREDIT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR STATE ACTS OR AN EXEMPTION FROM
REGISTRATION THEREUNDER.


 


THE TRANSFER OF THE SHARES REPRESENTED
BY THIS CERTIFICATE OR BOOK-ENTRY CREDIT IS SUBJECT TO THE TRANSFER RESTRICTIONS AND OTHER CONDITIONS SPECIFIED IN THAT CERTAIN
LETTER AGREEMENT, DATED AS OF OCTOBER 14, 2020 BY AND AMONG E2OPEN PARENT HOLDINGS, INC. (THE “CORPORATION”),
CC NEUBERGER PRINCIPAL HOLDINGS I SPONSOR, LLC, AND THE OTHER PARTIES THERETO (THE “SIDE LETTER”). A COPY OF
SUCH TRANSFER RESTRICTIONS AND OTHER CONDITIONS SHALL BE FURNISHED BY THE CORPORATION TO THE HOLDER OF THE SHARES REPRESENTED BY
THIS CERTIFICATE OR BOOK-ENTRY CREDIT UPON SUCH HOLDER’S WRITTEN REQUEST AND WITHOUT CHARGE.


 






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THE TRANSFER OF THE SHARES REPRESENTED
BY THIS CERTIFICATE OR BOOK-ENTRY CREDIT IS SUBJECT TO THE TRANSFER RESTRICTIONS AND OTHER CONDITIONS SPECIFIED IN THAT CERTAIN
INVESTOR RIGHTS AGREEMENT, DATED AS OF [●], 202[●], BY AND AMONG E2OPEN PARENT HOLDINGS, INC. (THE “CORPORATION”),
CC NEUBERGER PRINCIPAL HOLDINGS I SPONSOR, LLC, AND THE OTHER PARTIES THERETO (THE “INVESTOR RIGHTS AGREEMENT”).
A COPY OF SUCH TRANSFER RESTRICTIONS AND OTHER CONDITIONS SHALL BE FURNISHED BY THE CORPORATION TO THE HOLDER OF THE SHARES REPRESENTED
BY THIS CERTIFICATE OR BOOK-ENTRY CREDIT UPON SUCH HOLDER’S WRITTEN REQUEST AND WITHOUT CHARGE.”


 


Section 1.8            Section 83(b) Elections.
Within thirty (30) days following the Closing Date, each Sponsor Party shall file with the Internal Revenue Service (the “IRS”)
(via certified mail, return receipt requested) a completed election, on a protective basis, under Section 83(b) of the
Code and the regulations promulgated thereunder, with respect to the Restricted Sponsor Shares into which their Founder Shares
converted, and, upon such filing, shall thereafter notify PubCo that such Sponsor Party has made such timely filing and provide
PubCo with a copy of such election. Each such Sponsor Party should consult his tax advisor regarding the consequences of Section 83(b) elections,
as well as the receipt, holding and sale of the Restricted Sponsor Shares.


 


Section 1.9            Further
Assurances. PubCo, each Sponsor Party and each Founder Holder shall take, or cause to be taken, all actions and do, or cause
to be done, all things reasonably necessary under applicable Laws to consummate the transactions contemplated by this Side Letter
on the terms and subject to the conditions set forth herein.


 


Section 1.10            No
Inconsistent Agreement. Each Sponsor Party and each Founder Holder hereby represents and covenants that such Sponsor Party
and such Founder Holder has not entered into, and shall not enter into, any agreement that does or would restrict, limit or interfere
with the performance of such Sponsor Party’s or such Founder Holder’s obligations under this Side Letter with respect
to the Restricted Sponsor Shares.


 


Section 1.11            Founder
Acknowledgement. Each Founder Holder hereby agrees that, upon the receipt of any Restricted Sponsor Shares, it will hold such
Restricted Sponsor Shares in accordance with the terms set forth in this Side Letter and upon such receipt agrees to abide by the
terms of this Side Letter as if a Sponsor Party (and Holder) hereto.


 


Section 1.12            Tax
Treatment. The parties to this Side Letter intend that, for U.S. federal and all applicable state and local income tax purposes,
(1) the Automatic Conversion, the Class B Conversion, and the Conversion Events (if any) each qualify as a “reorganization”
within the meaning of Section 368(a)(1)(E) of the Code, (2) this Side Letter be, and hereby adopt this Side Letter
as, a “plan of reorganization” within the meaning of Section 368 of the Code, and (3) the amount of any dividends
declared with respect to the Restricted Sponsor Shares not be reported as taxable income (on IRS Form 1099 or otherwise) to
the Holders thereof unless and until such dividends are paid in cash or in kind (which, for the avoidance of doubt, for purposes
of this Side Letter, shall not include any transaction subject to Section 1.5 hereof), as the case may be. The parties to
this Side Letter shall not take any position inconsistent with the intent set forth in this Section 1.12 except to the extent
otherwise required by a “determination” as defined in Section 1313 of the Code. References in this Section 1.12
to the Code shall include references to any similar or analogous provisions of state or local law.


 






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Section 1.14            Stock
Transactions. During the period between the execution of this Side Letter and the Closing, each Sponsor Party and each Founder
Holder acknowledges and agrees that if he, she or it, directly or indirectly, acquires any shares of PubCo, such Sponsor Party
or Founder Holder agrees that he, she or it will (a) make such acquisition in material compliance with applicable Laws regarding
the sale and purchase of securities and material non-public information, (b) not elect to make a Buyer Share Redemption with
respect to any such purchased shares and (c) vote all such shares in favor of the Buyer Shareholder Voting Matters.


 


ARTICLE II

REPRESENTATIONS AND WARRANTIES


 


Each Sponsor Party
and each Founder Holder represents and warrants to PubCo (solely with respect to itself, himself or herself and not with respect
to any other Sponsor Party or Founder Holder) as follows:


 


Section 2.1            Organization;
Due Authorization. If such Sponsor Party is not an individual, it is duly organized, validly existing and in good standing
under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and
performance of this Side Letter and the consummation of the transactions contemplated hereby are within such Sponsor Party’s
corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited
liability company or organizational actions on the part of such Sponsor Party. If such Sponsor Party is an individual, such Sponsor
Party and such Founder Holder has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to
perform his or her obligations hereunder. This Side Letter has been duly executed and delivered by such Sponsor Party and such
Founder Holder and, assuming due authorization, execution and delivery by the other parties to this Side Letter, this Side Letter
constitutes a legally valid and binding obligation of such Sponsor Party and such Founder Holder, enforceable against such Sponsor
Party and such Founder Holder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws,
other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance
and other equitable remedies). If this Side Letter is being executed in a representative or fiduciary capacity, the Person signing
this Side Letter has full power and authority to enter into this Side Letter on behalf of the applicable Sponsor Party or Founder
Holder.


 


Section 2.2            Ownership.
Such Sponsor Party is the Holder of all of such Sponsor Party’s Founder Shares as set forth in this Side Letter, and there
exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose
of such Founder Shares, other than transfer restrictions under the Securities Act) affecting any such Sponsor Shares, other than
any Permitted Liens or pursuant to (i) this Side Letter, (ii) such Sponsor Party’s organizational documents or
the organizational documents of PubCo, or (iii) the Investor Rights Agreement.


 


Section 2.3            No
Conflicts. The execution and delivery of this Side Letter by such Sponsor Party or such Founder Holder does not, and the performance
by such Sponsor Party or Founder Holder of his, her or its obligations hereunder will not, (i) if such Sponsor Party is not
an individual, conflict with or result in a violation of the organizational documents of such Sponsor Party or (ii) require
any consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract
binding upon such Sponsor Party, such Founder Holder or such Sponsor Party’s or Founder Holder’s Founder Shares), in
each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such
Sponsor Party or such Founder Holder of its, his or her obligations under this Side Letter.


 






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Section 2.4            Litigation.
There are no Proceedings pending against such Sponsor Party or such Founder Holder, or to the knowledge of such Sponsor Party or
Founder Holder threatened against such Sponsor Party or Founder Holder, which in any manner challenges or seeks to prevent, enjoin
or materially delay the performance by such Sponsor Party or Founder Holder of its, his or her obligations under this Side Letter.


 


ARTICLE III

MISCELLANEOUS


 


Section 3.1            Termination.
This Side Letter and all of its provisions shall terminate and be of no further force or effect upon the termination of the Business
Combination Agreement in accordance with Article XII thereof. Upon such termination of this Side Letter, all obligations of
the parties under this Side Letter will terminate, without any liability or other obligation on the part of any party hereto to
any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another
(and no Person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject
matter hereof. This ‎Article III shall survive the termination of this Side Letter.


 


Section 3.2            Amendment
and Waiver. No amendment of any provision of this Side Letter shall be valid unless the same shall be in writing and signed
by PubCo and each Sponsor Party and Founder Holder to the extent such Sponsor Party or Founder Holder holds Founder Shares or Restricted
Sponsor Shares; provided, that, in no event shall any amendment be made to the terms of this Side Letter in favor of a Sponsor
Party or Founder Holder which would provide such Sponsor Party or Founder Holder with more economic rights than the parallel rights
held by PubCo and Sellers in respect of their Restricted Common Units in accordance with the Company A&R LLCA. No waiver of
any provision or condition of this Side Letter shall be valid unless the same shall be in writing and signed by the party against
which such waiver is to be enforced. No waiver by any party of any default, breach of representation or warranty or breach of covenant
hereunder, whether intentional or not, shall be deemed to extend to any other, prior or subsequent default or breach or affect
in any way any rights arising by virtue of any other, prior or subsequent such occurrence.


 


Section 3.3            Assignment;
Third Party Beneficiaries. This Side Letter and all of the provisions hereof will be binding upon and inure to the benefit
of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Side Letter nor any of the rights,
interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties
hereto, other than in respect of the dissolution of the Sponsor to the members of the Sponsor in receipt of Restricted Sponsor
Shares as a result thereof.  This Side Letter is for the sole benefit of the parties hereto and their permitted assigns and
nothing herein expressed or implied shall give or be construed to give any Person, other than the parties and such permitted assigns,
any legal or equitable rights hereunder. Notwithstanding anything to the contrary contained in this Side Letter, the parties hereto
hereby acknowledge and agree that from the execution of this Side Letter until the occurrence of the Closing or the termination
of this Side Letter in accordance with Section 3.1 of this Side Letter: (a) the Company is an express third-party beneficiaries
of this Side Letter, (b) no amendment of this Side Letter, waiver of any provision or condition of this Side Letter, or assignment
of this Side Letter shall be made without the prior written consent of the Company, and (c) the Company shall be entitled
to enforce the terms of this Side Letter as if they were a party hereto, and the Company shall be entitled to exercise any remedies
for breaches by any party of, or failure of any party to perform, this Side Letter, including without limitation injunctive or
other equitable relief or an Order of specific performance (or any other equitable remedy) to enforce the terms hereof and to prevent
breaches of this Side Letter, in addition to any other remedy at law or in equity, and shall not be required to provide any bond
or other security in connection with any such Order or injunctive relief.


 






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Section 3.4            Notices.
All notices, demands and other communications to be given or delivered under this Side Letter shall be in writing and shall be
deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or received by email
(with confirmation of transmission) prior to 5:00 p.m. eastern time on a Business Day and, if otherwise, on the next Business
Day, (b) one (1) Business Day following delivery by reputable overnight express courier (charges prepaid) or (c) three
(3) days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address
is specified in writing pursuant to the provisions of this Section 3.4, notices, demands and other communications to
the parties hereto shall be sent to the addresses indicated below:


 


	Notices to PubCo, the Sponsor, the Founder Holders
        and following the Closing, the Company:

         

        CC Neuberger Principal Holdings I

        c/o CC Capital

        200 Park Avenue, 58th Floor

        New York, NY 10166

        Attention: Jason K. Giordano

        Email:       giordano@cc.capital

         
	 	with a copy to (which shall not constitute notice):

         

        Kirkland & Ellis LLP

        601 Lexington Avenue

        New York, NY 10022

        Attention: Peter Martelli, P.C.

                          Lauren M. Colasacco, P.C.

        E-mail:      peter.martelli@kirkland.com

                          lauren.colasacco@kirkland.com

         

        and

         

        Willkie Farr & Gallagher LLP

        787 Seventh Avenue

        New York, NY 10019

        Attention: Morgan Elwyn

                          Robert A. Rizzo

                          Claire E. James

        E-mail:      melwyn@willkie.com

                          rrizzo@willkie.com

                          cejames@willkie.com

        

	 	 	 
	 Notices to Huston:

         

        Eva F. Huston

        c/o CC Neuberger Principal Holdings I

        200 Park Avenue, 58th Floor

        New York, NY 10166

        E-mail: hustoneva@gmail.com

         

         
	 	

        with a copy to (which shall not constitute notice):

         

        Kirkland & Ellis LLP

        601 Lexington Avenue

        New York, NY 10022

        Attention: Peter Martelli, P.C.

                          Lauren M. Colasacco, P.C.

        E-mail:      peter.martelli@kirkland.com

                          lauren.colasacco@kirkland.com

         

        and

         

        Willkie Farr & Gallagher LLP

        787 Seventh Avenue

        New York, NY 10019

        Attention: Morgan Elwyn

                          Robert A. Rizzo

                          Claire E. James

        E-mail:      melwyn@willkie.com

                          rrizzo@willkie.com

                          cejames@willkie.com

        




 






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	 Notices to Abell:

         

        Keith W. Abell

        c/o CC Neuberger Principal Holdings I

        200 Park Avenue, 58th Floor

        New York, NY 10166

        E-mail: kwabell@gmail.com

        
	 	 with a copy to (which shall not constitute
notice):

         

        Kirkland & Ellis LLP

        601 Lexington Avenue

        New York, NY 10022

        Attention: Peter Martelli, P.C.

                          Lauren M. Colasacco, P.C.

        E-mail:      peter.martelli@kirkland.com

                          lauren.colasacco@kirkland.com

         

        and

         

        Willkie Farr & Gallagher LLP

        787 Seventh Avenue

        New York, NY 10019

        Attention: Morgan Elwyn

                          Robert A. Rizzo

                          Claire E. James

        E-mail:      melwyn@willkie.com

                          rrizzo@willkie.com

        

                          cejames@willkie.com

        

        




 


Section 3.5            Entire
Agreement. This Side Letter and the exhibits and schedule hereto constitute the entire agreement and understanding of the parties
hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among
the parties hereto to the extent they relate in any way to the subject matter hereof.


 


Section 3.6            Miscellaneous.
The provisions of Sections 13.4, 13.5, 13.7, 13.9, 13.10, and 13.11 of the Business Combination Agreement shall apply mutatis
mutandis.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
BLANK]


 


 



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IN WITNESS WHEREOF, PubCo,
each Sponsor Party and each Founder Holder have duly executed this Side Letter as of the date first written above.


 


	 	PUBCO:
	 	 
	 	CC NEUBERGER PRINCIPAL
    HOLDINGS I
	 	 
	 	 
	 	By: 	/s/ Douglas Newton
	 	Name: Douglas Newton
	 	Title: Authorized Signatory
	 	 
	 	SPONSOR PARTIES:
	 	 
	 	CC NEUBERGER PRINCIPAL
    HOLDINGS I SPONSOR, LLC
	 	 
	 	 
	 	By: 	/s/ Douglas Newton
	 	Name: Douglas Newton
	 	Title: Authorized Signatory
	 	 
	 	 
	 	/s/ Eva F. Huston
	 	Eva F. Huston
	 	 
	 	 
	 	/s/ Keith W. Abell
	 	Keith W. Abell




 


[Signature Page to Side Letter]


 






    


     


    

 


	 	FOUNDER HOLDERS:
	 	 
	 	 
	 	CC NB SPONSOR I HOLDINGS
    LLC
	 	 
	 	 
	 	By: 	/s/ Chinh E. Chu
	 	Name: Chinh E. Chu
	 	Title: President &
    Senior Managing Director
	 	 
	 	 
	 	Neuberger
    Berman Opportunistic Capital Solutions Master Fund LP
	 	 
	 	 
	 	By: 	/s/ Charles Kantor
	 	Name: Charles Kantor
	 	Title: Managing Director







 


[Signature Page to Side Letter]


 






    


     


    

 


Schedule I


 


	 	 	Pre-Closing	 	 	Post-Closing	 
	Sponsor Party	 	Founder Shares	 	 	Class A Common 

Stock	 	 	Series B-1 Common Stock	 
	CC Neuberger Principal Holdings I Sponsor, LLC	 	 	15,250,000	 	 	 	12,766,286	 	 	 	2,483,714	 
	Huston	 	 	50,000	 	 	 	41,857	 	 	 	8,143	 
	Abell	 	 	50,000	 	 	 	41,857	 	 	 	8,143	 
	TOTAL	 	 	15,350,000	 	 	 	12,850,000	 	 	 	2,500,000	 



 






    


     


    

 


EXHIBIT A


 


LOCK-UP AGREEMENT