Exhibit 10.2


 


CC Neuberger Principal Holdings I 


200 Park Avenue, 58th Floor 


New York, NY 10166


 


October 14, 2020


 


Neuberger Berman Opportunistic Capital Solutions Master Fund
LP 


c/o Neuberger Berman Investment Advisers
LLC

1290 Avenue of the Americas

New York, New York 10104


 


Letter Agreement re: Forward Purchase
Agreement


 


Ladies and Gentlemen:


 


Reference is hereby
made to that certain Forward Purchase Agreement, dated as of April 28, 2020 (the “Forward Purchase Agreement”),
by and among CC Neuberger Principal Holdings I, a Cayman Islands exempted limited company (“CCNB1”), and Neuberger
Berman Opportunistic Capital Solutions Master Fund LP, a Cayman Islands exempted limited partnership (“Purchaser”),
pursuant to which Purchaser has agreed, subject to the terms and conditions set forth therein, to purchase from CCNB1 the Forward
Purchase Shares for the FPS Purchase Price. Unless otherwise provided herein, capitalized terms used but not defined in this letter
agreement shall have the meanings ascribed to such terms in the Forward Purchase Agreement.


 


Simultaneously with
the execution of this letter agreement, CCNB1 has entered into that certain Business Combination Agreement, by and among CCNB1,
E2open Holdings, LLC, a Delaware limited liability company (“E2open”), and the other parties thereto (as the
same may be amended, modified or supplemented from time to time, the “Business Combination Agreement”).


 


In accordance with
Section 1(a)(i) of the Forward Purchase Agreement, the Purchaser hereby notifies the Company that $200,000,000 has been
allocated to the Forward Purchase Agreement and CCNB1 hereby agrees that this notification shall serve as the Allocation Notice
under the Forward Purchase Agreement, and irrevocably waives the notice period provided in the Forward Purchase Agreement for delivering
the Allocation Notice. As a result, the Purchaser and CCNB1 acknowledge and agree that the Number of Forward Purchase Shares is
20,000,000, the Number of Forward Purchase Warrants is 5,000,000 and the FPS Purchase Price is $200,000,000.


 


In addition, the Purchaser
hereby irrevocably confirms that the condition set forth in Section 6(a)(ii) of the Forward Purchase Agreement has been
satisfied and will continue to be satisfied as of the FPS Closing and the Closing (as defined in the Business Combination Agreement).
Each of CCNB1 and the Purchaser agrees that, without the prior written consent of E2open, neither the Forward Purchase Agreement
nor this letter agreement may (x) be assigned by either party thereto or hereto except, in the case of the Forward Purchase
Agreement to Affiliates (as defined in the Business Combination Agreement) of the Purchaser, in accordance with its terms or (y) be
terminated or amended, modified or supplemented in any material respect, nor any right of CCNB1 thereunder waived, in each case,
until the earlier of (a) the FPS Closing, or (b) valid termination of the Business Combination Agreement pursuant to
Article XII thereof, or (c) valid termination of the Forward Purchase Agreement pursuant to Section 7(b)(ii) thereof.


 


Notwithstanding anything
to the contrary set forth in the Forward Purchase Agreement, E2open shall be entitled to enforce, through an action of specific
performance, CCNB1’s right to cause the Purchaser to fund the FPS Purchase Price and purchase the Forward Purchase Shares,
subject to the terms and conditions Forward Purchase Agreement, 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 or thereunder, and E2open shall be an intended third party beneficiary of the Forward Purchase Agreement
solely for such purposes.


 






    


     


    

 


Except as expressly
provided herein, the terms and conditions of the Forward Purchase Agreement shall remain in full force and effect.


 


If the Business Combination
Agreement is terminated in accordance with Article XII thereof or the Forward Purchase Agreement is terminated in accordance
with Section 7(b)(ii) thereof, this letter agreement shall automatically terminate and be of no further force or effect,
without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated
hereby, the Business Combination Agreement or the Forward Purchase Agreement, 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 letter agreement,
together with the Forward Purchase Agreement and any documents, instruments and writings that are delivered pursuant thereto, constitute
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. The provisions of Sections 8(a), 8(e)-(q) of the Forward
Purchase Agreement shall apply mutatis mutandis.


 


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IN WITNESS WHEREOF, CCNB1
and Purchaser have duly executed this letter agreement as of the date first written above.


 


	 	CCNB1:
	 
	 	CC NEUBERGER PRINCIPAL HOLDINGS I
	 
	 	By:	/s/ Douglas Newton
	 	Name: Douglas Newton
 Title: Authorized Signatory
	 
	 	PURCHASER:
	 
	 	NEUBERGER BERMAN OPPORTUNISTIC CAPITAL SOLUTIONS MASTER FUND LP
	 
	 	By:	/s/ Charles Kantor
	 	Name: Charles Kantor
 Title: Managing Director




 


[Signature Page to Letter Agreement]