Exhibit 10.3


 


Execution Version


 


BACKSTOP AGREEMENT


 


This Backstop Facility
Agreement (this “Agreement”) is entered into as of October 14, 2020, by and among CC Neuberger Principal
Holdings I, a Cayman Islands exempted company (the “Company”), and Neuberger Berman Opportunistic Capital Solutions
Master Fund L.P., a Cayman Islands exempted limited partnership (the “Purchaser”). Capitalized terms used but
not initially defined in this Agreement shall have the meaning hereinafter ascribed to such terms, or if not defined in this Agreement,
such terms shall have the meaning ascribed to such terms in that certain Business Combination Agreement, dated as of the date hereof,
by and among the Purchaser, E2open Holdings, LLC, a Delaware limited liability company (“E2open”), and the other
parties thereto (the “BCA”).


 


WHEREAS, the Purchaser
and CC Capital Partners, LLC (“CC Capital”) have collectively sponsored a series of publicly traded special
purpose acquisition companies (each, a “SPAC”), which to date consist of the Company and CC Neuberger Principal
Holdings II (each such sponsored SPAC (including, without limitation, the Company and CC Neuberger Principal Holdings II), a “CC
SPAC”), and the related sponsor vehicles for each such SPAC (each, a “Sponsor Vehicle”), for the purpose
of each such SPAC effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (a “Business Combination”);


 


WHEREAS, in connection
with the entry into the BCA, an allocation of $300,000,000.00 (the “Initial Allocation Amount”, which amount
is subject to increase in accordance with Section 1(a) below), of committed capital of the Purchaser has been made to
backstop redemptions of each CC SPAC on a first come first serve basis in accordance with the terms of this Agreement;


 


WHEREAS, the Purchaser
is now entering into this Agreement with the Company, whereby at the Closing under the BCA, the Purchaser will acquire Class A
Ordinary Shares (or a successor security thereto) of the Company, and the Company will issue and sell to the Purchaser, on a private
placement basis, solely to the extent necessary to fund Buyer Share Redemptions on a share for share basis, in the amount determined
pursuant to Section 2(a)(i) hereof and subject to the limitations set forth herein (the “Backstop Purchase Shares”);
and


 


WHEREAS, the Purchaser
expects to enter into an agreement with each CC SPAC other than the Company (each, an “Other SPAC”) in the form
of this Agreement (except with respect to changes which would not adversely impact the rights of the Company, which would include,
for the avoidance of doubt, more favorable provisions regarding Utilization Limit or Utilization Priority) which will provide for
the acquisition of common stock of such Other SPAC by the Purchaser in order to fund redemptions by shareholders of such Other
SPAC (each, an “Other Backstop Agreement”).


 


NOW, THEREFORE, in
consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 


1.            Notifications
of Available Amount; Utilization Request.


 


(a)            Utilization
Limit. The Purchaser shall never be required to fund an amount (or pay a BPS Purchase Price (as defined below)) pursuant to
this Agreement greater than the sum of, at any time, (i) the Initial Allocation Amount, plus (ii) any additional
allocation of committed capital made available to backstop redemptions of CC SPACs by CC Capital and the Purchaser in their sole
discretion (if so made, an “Additional Allocation”), minus (iii) the amount of any utilization by
an Other SPAC pursuant to an Other Backstop Agreement which utilization was notified to the Purchaser prior to the date a Utilization
Notice was delivered pursuant to Section 1(c) hereunder (which amount deducted by this clause (iii) may in no event
exceed $300,000,000.00 for the Company or any single Other SPAC) (such amount, the “Utilization Limit”); provided,
that in no event shall the Utilization Limit ever be an amount in excess of $300,000,000.00.


 


(b)            Notification
of Utilization Limit. Promptly upon the Purchaser becoming aware (and no later than five (5) Business Days after becoming
so aware) that (i) an Additional Allocation has been made or (ii) any Other SPAC has delivered a utilization notice to
the Purchaser pursuant to an Other Backstop Agreement, the Purchaser shall notify the Company in writing of: (i) the amount
of such Additional Allocation or the amount required to be subscribed in accordance with such utilization notice delivered under
an Other Backstop Agreement, as appropriate and (ii) the resulting Utilization Limit. The Utilization Limit as notified to
the Company in writing by the Purchaser after the date hereof (calculated only in accordance with Section 1(a)) shall be the
Utilization Limit for all purposes hereunder from and after the date such notification is sent.


 






     


     


    

 


(c)            Notification
of Utilization. On the date by which Buyer Share Redemptions are required to be made in accordance with the Company’s
memorandum and articles of association, as they may be amended from time to time (the “Memorandum and Articles”)
(which date is two (2) Business Days prior to the date of the Buyer Shareholder Meeting, as such term is defined in the BCA),
to the extent the Company has greater than zero (0) Buyer Share Redemptions and the amount of Permitted Equity Financing is less
than amount required to fund Buyer Share Redemptions, the Company shall deliver a written notice (the “Utilization Notice”)
to the Purchaser setting forth: (i) the total number of Class A Ordinary Shares of the Company subject to Buyer Share
Redemptions, (ii) the number of Class A Ordinary Shares (or successor security thereto) the Company is requiring the
Purchaser to subscribe for in accordance with Section 2(a) of this Agreement, which number shall in no event be greater
than the lesser of (x) an amount equal to (1) the then current Utilization Limit (which information shall be promptly
provided by Purchaser to the Company upon request or otherwise in accordance with Section 1(a) hereof) divided by
(2) $10.00 and (y) the total number of Class A Ordinary Shares subject to Buyer Share Redemptions (the “Subscription
Amount”), (iii) the resulting BPS Purchase Price (as calculated in accordance with Section 2(a)(i)) and (iv) the
Company’s wire instructions. If the Company fails to deliver a Utilization Notice on the date set forth in the prior sentence,
the Company may provide a Utilization Notice after such date, but not later than four (4) Business days prior to the Closing
Date A Utilization Notice cannot be made and the Company shall not be permitted to deliver a Utilization Notice or cause the Purchaser
to acquire any Backstop Purchase Shares to the extent (i) the Company does not have any Class A Ordinary Shares subject
to Buyer Shareholder Redemptions or (ii) the then-current Utilization Limit is $0. Only one (1) Utilization Notice may
be delivered hereunder. For the avoidance of doubt, (x) to the extent the proceeds of the Permitted Equity Financing are in
an amount sufficient to fund all of the Company’s Buyer Share Redemptions, the Company shall not be required to deliver a
Utilization Notice hereunder and the Purchaser shall not be required to purchase any securities hereunder and (y) in no event
shall the Company be required to cause Purchaser to subscribe for a number of Backstop Purchase Shares greater than the Subscription
Amount necessary to fund the Company’s Buyer Share Redemptions after taking into account the Permitted Equity Financing and
in no event shall the Purchaser be required to purchase any such Backstop Purchase Shares.


 


(d)            Utilization
Priority. In no event will a CC SPAC (including the Company) be permitted to deliver a Utilization Notice prior to the time
by which shareholders of such CC SPAC are required to deliver notice to such CC SPAC of the election to require shareholder redemptions
(including Buyer Shareholder Redemptions, with respect to the Company) in accordance with such CC SPAC’s governing documents,
and any utilization notice (including a Utilization Notice hereunder) delivered prior to such time shall be deemed void and shall
not (i) require the Purchaser to purchase any shares (including Class A Ordinary Shares or shares of Class A Common
Stock) in such CC SPAC (including the Company) or (ii) reduce the Utilization Limit for any CC SPAC (including the Company).


 


2.            Sale
and Purchase.


 


(a)            Backstop
Purchase Shares.


 


(i)            Subject
to the terms and conditions hereof, solely in the event of the valid delivery of the Utilization Notice by the Company to the Purchaser
hereunder, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company a number of Backstop
Purchase Shares equal to the Subscription Amount for an aggregate purchase price of $10.00 multiplied by the number of Backstop
Purchase Shares issued and sold hereunder (such aggregate purchase price, the “BPS Purchase Price”). In no event
will the BPS Purchase Price be greater than the lesser of (x) the then-current Utilization Limit and (y) the total number
of Class A Ordinary Shares subject to Buyer Share Redemptions multiplied by $10.00.


 


(ii)            The
valid delivery of the Utilization Notice hereunder shall serve as notice to the Purchaser that the Purchaser will be required to
pay the BPS Purchase Price, and acquire the Backstop Purchase Shares, at the BPS Closing (as defined below).


 






    2


     


    

 


(iii)            The
closing of the sale of the Backstop Purchase Shares (the “BPS Closing”) shall be held on the same date and immediately
prior to the Closing (as such term is defined in the BCA, such date being referred to as the “Closing Date”);
provided however that unless consented to in writing by the Purchaser, the BPS Closing shall not occur prior to the fourth
Business Day following the Purchaser’s receipt of the Utilization Notice. At the BPS Closing, the Company will issue to the
Purchaser the Backstop Purchase Shares, registered in the name of the Purchaser, against (and concurrently with) the payment of
the BPS Purchase Price to the Company by wire transfer of immediately available funds to the account notified to the Purchaser
by the Company in the Utilization Notice.


 


(b)            Delivery
of Backstop Purchase Shares.


 


(i)            The
Company shall register the Purchaser as the owner of the Backstop Purchase Shares purchased by the Purchaser hereunder (individually
or collectively, the “Securities”) in the register of members of the Company and with the Company’s transfer
agent by book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the BPS Closing.


 


(ii)            Each
register and book entry for the Backstop Purchase Shares purchased by the Purchaser hereunder shall contain a notation, and each
certificate (if any) evidencing the Backstop Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially
the following form:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 


(c)            Legend
Removal. If the Backstop Purchase Shares are eligible to be sold without restriction under, and without the Company being in
compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the
 “Securities Act”), then at the Purchaser’s request, the Company will, at its sole expense, cause the Company’s
transfer agent to remove the legend set forth in Section 2(b)(ii) hereof. In connection therewith, if required by the
Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its
transfer agent, together with any other authorizations, certificates and directions required by the transfer agent, that authorize
and direct the transfer agent to transfer such Backstop Purchase Shares without any such legend; provided, however,
that the Company will not be required to deliver any such opinion, authorization or certificate or direction if it reasonably believes
that removal of the legend could reasonably be expected to result in or facilitate transfers of Backstop Purchase Shares in violation
of applicable law.


 


(d)            Registration
Rights. The Purchaser shall have registration rights with respect to the Backstop Purchase Shares as set forth on Exhibit A
(the “Registration Rights”).


 


3.            Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)            Organization
and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its
formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power
and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)            Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except (a) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application
affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification provisions contained
in the Registration Rights may be limited by applicable federal or state securities laws.


 






    3


     


    

 


(c)            Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with
the consummation of the transactions contemplated by this Agreement.


 


(d)            Compliance
with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by
the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions
of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party
or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under
any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of
federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would
have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.


 


(e)            Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to
the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities to
be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser
further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person
to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Securities. If the
Purchaser was formed for the specific purpose of acquiring the Securities, each of its equity owners is an accredited investor
as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or any government or any department or agency thereof.


 


(f)             Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the sale of the Securities with the Company’s management.


 


(g)            Restricted
Securities. The Purchaser understands that the sale of the Securities to the Purchaser has not been, and will not be, registered
under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations
as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless
they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale, except
pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding
period for the Securities, and requirements relating to the Company which are outside of the Purchaser’s control, and which
the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed a Registration
Statement for its IPO with the SEC. The Purchaser understands that the sale of the Securities hereunder is not, and is not intended
to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities
Act with respect to such sale of the Securities.


 


(h)            High
Degree of Risk. The Purchaser understands that its agreement to purchase the Securities involves a high degree of risk which
could cause the Purchaser to lose all or part of its investment.


 


(i)             Accredited
Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act.


 






    4


     


    

 


(j)             Foreign
Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue
Code of 1986, as amended), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of
its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (i) the
legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable
to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and
other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities.
The Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable
securities or other laws of the Purchaser’s jurisdiction.


 


(k)            No
General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners
has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation,
or (ii) published any advertisement in connection with the sale of the Securities.


 


(l)             Residence.
The principal place of business of the Purchaser’s general partner is the office located at the address of the Purchaser
set forth in Section 8(a) below.


 


(m)           Non-Public
Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of material
non-public information relating to the Company.


 


(n)            Adequacy
of Financing. The Purchaser has, or will have at the BPS Closing, available to it sufficient funds to satisfy its obligations
under this Agreement. As of the date hereof, the Utilization Limit is the Initial Allocation Amount.


 


(o)            Other
Matters. As of the date hereof, the Purchaser represents as warrants as set forth on Schedule A.


 


(p)            Affiliation
of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO of the
Company or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”)
that is participating in the IPO of the Company.


 


(q)            No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf
of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall
be deemed to make any other express or implied representation or warranty with respect to the Purchaser and the sale and purchase
of the Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations
and warranties expressly made by the Company in Section 4 of this Agreement and in any certificate or agreement delivered
pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties
that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively,
the “Company Parties”). Notwithstanding anything to the contrary in this Agreement, nothing in this Section 3(p) shall
limit any claim or cause of action (or recovery in connection therewith) with respect to fraud.


 


4.            Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:


 


(a)            Incorporation
and Corporate Power. The Company is an exempted company duly incorporated and validly existing and in good standing under the
laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted
and as proposed to be conducted. The Company has no subsidiaries.


 


(b)            Capitalization.
The authorized share capital of the Company consists, as of the date hereof, of:


 


(i)            500,000,000
Class A Shares, none of which are issued and outstanding;


 






    5


     


    

 


(ii)            50,000,000
Class B ordinary shares of the Company, par value $0.0001 per share (“Class B Shares”), 15,350,000
of which are issued and outstanding; and all of the outstanding Class B ordinary shares of the Company have been duly authorized,
are fully paid and nonassessable and were issued in compliance with all applicable laws; and


 


(iii)           1,000,000
preference shares, none of which are issued and outstanding.


 


(c)            Authorization.
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the
Company to enter into this Agreement, and to issue the Backstop Purchase Shares at the BPS Closing has been taken or will be taken
prior to the BPS Closing, as applicable. All action on the part of the shareholders, directors and officers of the Company necessary
for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be
performed as of the BPS Closing, and the issuance and delivery of the Backstop Purchase Shares and the securities issuable upon
conversion or exercise of the Backstop Purchase Shares has been taken or will be taken prior to the BPS Closing, as applicable.
This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited
by applicable federal or state securities laws.


 


(d)            Valid
Issuance of Backstop Purchase Shares.


 


(i)            The
Backstop Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this
Agreement and registered in the register of members of the Company, will be validly issued, fully paid and nonassessable and free
of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer
other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances
created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject
to the filings described in Section 4(e) below, the Backstop Purchase Shares will be issued in compliance with all applicable
federal and state securities laws.


 


(ii)            No
 “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii)–(iv) or (d)(3), is applicable. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated
under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e)           Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for any filings pursuant to Regulation D of the Securities Act, applicable state securities
laws, and pursuant to the Registration Rights.


 


(f)            Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement by the Company will not result in any violation or default (i) of any provisions of the Company’s
Memorandum and Articles or its other governing documents, (ii) of any instrument, judgment, order, writ or decree to which
the Company is a party or by which the Company is bound, (iii) under any note, indenture or mortgage to which the Company
is a party or by which the Company is bound, (iv) under any lease, agreement, contract or purchase order to which the Company
is a party or by which the Company is bound or (v) of any provision of federal or state statute, rule or regulation applicable
to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to
consummate the transactions contemplated by this Agreement.


 






    6


     


    

 


(g)            Operations.
As of the date hereof, the Company has not conducted any operations other than organizational activities and activities in connection
with its IPO, its search for a Business Combination and financing in connection therewith.


 


(h)            Foreign
Corrupt Practices. Neither the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or other
Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made
any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or
employee.


 


(i)            Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements and all applicable U.S. and non-U.S. anti-money laundering laws,
rules and regulations, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA
Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is
pending or, to the knowledge of the Company, threatened.


 


(j)            Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company
or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as
such.


 


(k)            No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders has either
directly or indirectly, including through a broker or finder, (i) engaged in any general solicitation, or (ii) published
any advertisement in connection with the sale of the Backstop Purchase Shares.


 


(l)            No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall
be deemed to make any other express or implied representation or warranty with respect to the Company, the sale and purchase of
the Backstop Purchase Shares, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation
or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement
and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying
upon any other representations or warranties that may have been made by any of the Purchaser Parties. Notwithstanding anything
to the contrary in this Agreement, nothing in this Section 4(l) shall limit any claim or cause of action (or recovery
in connection therewith) with respect to fraud.


 


5.            Additional
Agreements, Acknowledgements and Waivers of the Purchaser.


 


(a)            Trust
Account.


 


(i)            The
Purchaser hereby acknowledges that it is aware that the Company has established a trust account (the “Trust Account”)
for the benefit of its public shareholders in connection with the closing of the Company’s IPO. The Purchaser, for itself
and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust
Account, or any distributions therefrom, or any other asset of the Company as a result of any liquidation of the Company, except
for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares issued in the IPO (the
 “Public Shares”) held by it.


 






    7


     


    

 


(ii)            The
Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, or any distributions therefrom and hereby irrevocably waives any Claim to, or to any
monies in, the Trust Account, or any distributions therefrom, that it may have now or in the future, except for redemption and
liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any
Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim against the Trust Account or against
the property or any monies in the Trust Account, or any distributions therefrom, except for redemption and liquidation rights,
if any, the Purchaser may have in respect of any Public Shares held by it.


  


(b)            No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any
understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section 4(b), “Short Sales” shall include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and all types of direct and indirect stock pledges (other than pledges in the ordinary
course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.


 


(c)            Other
Backstop Agreement. In the event the Purchaser enters into an Other Backstop Agreement with an Other SPAC prior to the Closing,
such Other Backstop Agreement shall be in the form of this Agreement (with only such changes as necessary to reflect such Other
SPAC is the “Company” under the “Agreement” or such other changes as would not impact the Company’s
ability to be first to issue a Utilization Notice).


 


6.            BPS
Closing Conditions.


 


(a)            The
obligation of the Purchaser to purchase the Backstop Purchase Shares at the BPS Closing under this Agreement shall be subject to
the fulfillment, at or prior to the BPS Closing of each of the following conditions, any of which, to the extent permitted by applicable
laws, may be waived by the Purchaser:


 


(i)            The
Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Backstop
Purchase Shares;


 


(ii)            The
then-current Utilization Limit shall be greater than $0;


 


(iii)           The
Company shall have greater than zero (0) Class A Ordinary Shares subject to redemptions in accordance with its Memorandum
and Articles, which redemptions have not been withdrawn;


 


(iv)           There
shall not be any applicable Law in effect that makes the consummation of the transactions contemplated hereby illegal or any Order
in effect preventing the consummation of the transactions contemplated hereby.


 


(b)            The
obligation of the Company to sell the Backstop Purchase Shares at the BPS Closing under this Agreement shall be subject to the
fulfillment, at or prior to the BPS Closing of each of the following conditions, any of which, to the extent permitted by applicable
laws, may be waived by the Company:


 


(i)            The
Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Backstop
Purchase Shares;


 


(ii)           The
representations and warranties of the Purchaser set forth in Section 3 of this Agreement shall have been true and correct
as of the date hereof and shall be true and correct as of the BPS Closing, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as
of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct
would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 






    8


     


    

 


(iii)            The
Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the BPS Closing; and


 


(iv)            There
shall not be any applicable Law in effect that makes the consummation of the transactions contemplated hereby illegal or any Order
in effect preventing the consummation of the transactions contemplated hereby.


 


7.            Termination.
This Agreement may be terminated at any time prior to the BPS Closing:


 


(a)            by
written consent of each of the Company, the Purchaser and E2open; or


 


(b)            automatically:


 


(i)            upon
the consummation of the Business Combination (whether or not a Utilization Notice has been delivered and Backstop Purchase Shares
have been purchased hereunder);


 


(ii)            if
a Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be approved by
the Company’s shareholders in accordance with the Memorandum and Articles.


 


In the event of any termination
of this Agreement pursuant to this Section 7, the BPS Purchase Price, if previously paid, and all Purchaser’s funds
paid in connection herewith shall be promptly returned to the Purchaser in accordance with written instructions provided by the
Purchaser to the Company, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability
on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or
shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained
in this Section 7 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such
party of any of its representations, warranties, covenants or agreements contained in this Agreement. Section 5(a) shall
survive termination of this Agreement.


 


8.            General
Provisions.


 


(a)            Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent
by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business
hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally
recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All
communications sent to the Company shall be sent to: CC Neuberger Principal Holdings I, 200 Park Avenue, 58th Floor, New York,
New York 10166, Attn: Douglas Newton, email: newton@cc.capital, with a copy to the Company’s counsel at: Kirkland &
Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Christian O. Nagler, Esq., Lauren M. Colasacco, P.C., and
Peter S. Seligson, Esq., email: cnagler@kirkland.com, lauren.colasacco@kirkland.com and peter.seligson@kirkland.com,
fax: (212) 446-4900 and a copy to E2open’s counsel at: Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York,
New York 10019, Attn: Morgan D. Elwyn, Robert A. Rizzo and Claire E. James, email: melwyn@willkie.com, rrizzo@willkie.com,
cejames@willkie.com.


 


All communications
to the Purchaser shall be sent to Neuberger Berman Opportunistic Capital Solutions Master Fund L.P., c/o Neuberger Berman Investment
Advisers LLC, 1290 Avenue of the Americas, New York, New York 10104, Attention: Lawrence Kohn, Ralph DeFeo and Ephraim Lemberger,
email: lawrence.kohn@nb.com, ralph.defeo@nb.com and ephraim.lemberger@nb.com, or to such e-mail address,
facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).


 






    9


     


    

 


(b)            No
Finder’s Fees. Other than fees payable to the underwriters of the IPO or any other investment bank or financial advisor
who assists the Company in sourcing targets for a Business Combination, which fees shall be the responsibility of the Company,
each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this
transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible.
The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature
of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such
liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


(c)            Entire
Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced
herein, 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.


 


(d)            No
Third Party Beneficiaries. Except to the extent expressly set forth in Sections 7(a), 8(f), 8(l) and 8(s), this letter
shall be binding on, and inure solely to the benefit of, the parties hereto and their respective successors and assigns, and nothing
set forth in this letter shall be construed to confer upon or give any Person, other than the parties hereto and their respective
successors and permitted assigns, any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the
Company to enforce, this Agreement; provided, however, that E2open is an intended third party beneficiary of Sections 7(a), 8(f),
8(l) and 8(s) of this Agreement to the extent expressly set forth therein. 


 


(e)            Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)            Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written consent of the other party and E2open. Notwithstanding the foregoing, the Purchaser
may assign and delegate all or a portion of its rights and obligations to purchase the Backstop Purchase Shares to one or more
other persons upon the consent of the Company and E2open (which consent shall not be unreasonably conditioned, withheld or delayed);
provided, however, that no consent of the Company or E2open shall be required if such assignment or delegation is
to an Affiliate of Purchaser; provided, further, that no such assignment or delegation shall relieve the Purchaser
of its obligations hereunder (including its obligation to purchase the Backstop Purchase Shares) and the Company shall be entitled
to pursue all rights and remedies against the Purchaser subject to the terms and conditions hereof. Any purported assignment or
assumption of this Agreement or any right or obligation hereunder in contravention of this Section 8(e) shall be void
ab initio.


 


(g)            Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.


 


(h)            Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.


 


(i)            Governing
Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in
contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws
of the State of New York, without giving effect to its choice of laws principles.


 






    10


     


    

 


(j)            Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the
jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising
out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District
of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit,
action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property
is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that
the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced
in or by such court.


 


(k)            Waiver
of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby.


 


(l)            Amendments.
This Agreement may not be amended, modified, waived or supplemented as to any particular provision, except with the prior written
consent of each of the Company and the Purchaser; provided, that the prior written consent of E2open shall be required for any
material amendments, modifications, waivers or supplements (which shall include amendments which create additional conditionality,
changes to the economics or delay the timing of any Utilization Notice).


 


(m)            Waiver
of Damages. Notwithstanding anything to the contrary contained herein, in no event shall any party be liable for consequential,
special, exemplary or punitive damages in connection with this Agreement.


 


(n)            Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to
any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete
specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(o)            Expenses.
Each of the Company and the Purchaser will be responsible for payment of its own costs and expenses incurred in connection with
the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including
all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible
for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance
and resale of the Securities and the securities issuable upon conversion or exercise of the Securities.


 


(p)            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.
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and
regulations promulgated thereunder, unless the context requires otherwise. 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.


 






    11


     


    

 


(q)            Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional
or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(r)            Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, or upon the request of a governmental
authority, unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly
disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of
this Agreement.


 


(s)            Specific
Performance; Enforcement. The Purchaser agrees that irreparable damage may occur in the event any provision of this
Agreement was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at law or equity, without a requirement to post
bond or any other security. Subject to the proviso in Section 8(d) and as provided in this Section 8(s), this
Agreement may be enforced only by the Company and the Purchaser, and none of the Company’s direct or indirect creditors
nor any other person that is not a party to this Agreement shall have any right to enforce this Agreement or to cause the
Company to enforce this Agreement; provided, however, that notwithstanding anything to the contrary E2open shall be entitled
to enforce, through an action of specific performance, the Company’s right to cause the Purchaser to fund the BPS
Purchase Price and purchase the Backstop Purchase Shares, subject to the terms and conditions hereof, and shall not be
required to provide any bond or other security in connection with any such equitable remedy; provided in no event will
E2open have any claim for monetary damages against the Purchaser hereunder. Notwithstanding the foregoing, in no event shall this Agreement be enforced by E2open unless, if there is a breach of the Subscription
Agreements and/or the Forward Purchase Agreement, then E2open is concurrently enforcing the Subscription Agreements and/or the Forward
Purchase Agreement. Notwithstanding the foregoing, in no event shall this Agreement be enforced by E2open unless, if there is a breach of the Subscription
Agreements and/or the Forward Purchase Agreement, then E2open is concurrently enforcing the Subscription Agreements and/or the Forward
Purchase Agreement.


 


[Signature Page Follows]


 






    12


     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date first set forth above.


	 
	CC NEUBERGER PRINCIPAL HOLDINGS I
	 
	By:	/s/ Douglas Newton	 
	Name:	Douglas Newton	 
	Title:	Authorized Signatory	 




 


NEUBERGER BERMAN OPPORTUNISTIC CAPITAL
SOLUTIONS MASTER FUND L.P.


 


	By:	/s/ Charles Kantor	 
	Name:	Charles Kantor	 
	Title:	Managing Director	 




 


[Signature Page to Forward Purchase
Agreement]


 






    


     


    

 


Exhibit A


 


Registration Rights


 


To be the same Registration Rights to which
the Purchaser is entitled with respect to the Purchaser’s Forward Purchase Agreement with the Company (but including the
Backstop Purchase Shares).


 






    A-14


     


    

 


SCHEDULE A


 


As of the date hereof, to the knowledge of the Purchaser, no
Other SPAC has announced a Business Combination or entered into a mutually negotiated contract to enter into a Business Combination
(excluding non-disclosure agreements, letters of interest, bid letters, or other similar documents).


 






    A-15