Exhibit 10.4


 


April 28, 2020


 


CC Neuberger Principal Holdings I

200 Park Avenue, 58th Floor

New York, New York 10166


 


	 	Re:	Initial Public Offering




 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and among CC Neuberger Principal Holdings I, a Cayman Islands exempted company (the “Company”),
Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives (the “Representatives”) of
the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the
 “Public Offering”) of 41,400,000 of the Company’s units (including 5,400,000 units that may be
purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each
comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the
holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in
the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized
terms used herein are defined in paragraph 1 hereof.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CC Neuberger Principal Holdings
I Sponsor LLC (the “Sponsor”) and each of the undersigned (each, an “Insider”
and, collectively, the “Insiders”) hereby agree with the Company as follows:


 


1.                  Definitions.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii)
 “Forward Purchase Agreement” shall mean that certain forward purchase agreement entered into
between the Company and Neuberger Berman Opportunistic Capital Solutions Master Fund LP, a member of the Sponsor, relating to
the sale by the Company of up to $200,000,000 of units, with each unit consisting of one Ordinary Share and one-fourth of one
Warrant to purchase one Ordinary Share at $11.50 per share, for a purchase price of $10.00 per Unit in a transaction to occur
concurrently with the closing of the initial Business Combination; (iii) “Founder Shares” shall
mean the 15,350,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the
consummation of the Public Offering; (iv) “Private Placement Warrants” shall mean the warrants to
purchase Ordinary Shares of the Company that will be acquired by the Sponsor for an aggregate purchase price of $9,200,000
(or up to $10,280,000 if the Underwriters’ exercise their option to purchase additional units), or $1.00 per Warrant,
in a private placement that shall close simultaneously with the consummation of the Public Offering; (v) “Public
Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering;
(vi) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public
Offering; (vii) “Trust Account” shall mean the trust account into which a portion of the net
proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (viii)
 “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate,
pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or
establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any
intention to effect any transaction specified in clause (a) or (b); and (ix) “Charter” shall mean
the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to
time.


 






     


     


    

 


2.                 
Representations and Warranties.


 


(a)              
The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that
it, she or he has the full right and power, without violating any agreement to which it, she or he is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement, as applicable, and to serve as an officer of the Company and/or a director on the Company’s Board of Director
(the “Board”), as applicable, and each Insider hereby consents to being named in the Prospectus, road
show and any other materials as an officer and/or director of the Company, as applicable.


 


(b)              
Each Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material
respects and does not omit any material information with respect to such Insider’s background. The Insider’s questionnaire
furnished to the Company is true and accurate in all material respects. Each Insider represents and warrants that such Insider
is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist
or refrain from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never been convicted
of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant in any such criminal
proceeding; and such Insider has never been suspended or expelled from membership in any securities or commodities exchange or
association or had a securities or commodities license or registration denied, suspended or revoked.


 


3.                  Business
Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a
proposed Business Combination without the prior consent of the Sponsor.  The Sponsor and each Insider, with respect to
itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business
Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all
Founder Shares and any Public Shares acquired by it, her or him, as applicable, in the Public Offering or the secondary
public market in favor of such proposed initial Business Combination and not redeem any Public Shares owned by it, her or
him, as applicable, in connection with such shareholder approval.


 






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4.                 
Failure to Consummate a Business Combination; Trust Account Waiver.


 


(a)              
The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the
Company fails to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each
Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds
held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the
number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject
in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment
to the Charter to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public
Shares in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete
an initial Business Combination within the required time period set forth in the Charter unless the Company provides its Public
Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares.


 


(b)              
The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no
right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as
a result of any liquidation of the Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor and each
of the Insiders hereby further waive, with respect to any Public Shares and Founder Shares held by it, her or him, as applicable,
any redemption rights it, she or he may have in connection with the consummation of a Business Combination, including, without
limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or a shareholder
vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to provide for
the redemption of the Public Shares in connection with an initial Business Combination or to redeem 100% of the Public Shares if
the Company has not consummated an initial Business Combination within the time period set forth in the Charter or in the context
of a tender offer made by the Company to purchase Public Shares (although the Sponsor and the Insiders shall be entitled to redemption
and liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business Combination within
the required time period set forth in the Charter).


 






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5.                 
Lock-up; Transfer Restrictions.


 


(a)              
The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares
Lock-up”) until the earlier of (A) one year after the completion of an initial Business Combination and (B) the date
following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange
or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding
the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per
share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and
the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial
business combination, the Founder Shares shall be released from the Founder Shares Lock-up.


 


(b)              
The Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or Ordinary
Shares underlying such warrants until 30 days after the completion of an initial Business Combination.


 


(c)              
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares,
Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s
officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members of the Sponsor
or their affiliates, or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s
immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of
such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon
death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation
of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) by
virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor; (g) in the event of the Company’s liquidation prior to the completion of a Business Combination; (h) to the
Company for no value for cancellation in connection with the consummation of an initial Business Combination; or (i) in the event
of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion
of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted
transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.


 


(d)              
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date,
the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary
Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares owned by it, her
or him, as applicable.


 






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6.                  Remedies.
The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be
irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable
under paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an
adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any
other remedy that such party may have in law or in equity, in the event of such breach.


 


7.                 
Payments by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the
Sponsor nor any director or officer of the Company nor any affiliate of the officers shall receive from the Company any finder’s
fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation prior to, or in connection
with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless
of the type of transaction that it is).


 


8.                 
Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing
directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


9.                 
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares
Lock-up Period and (ii) the liquidation of the Company.


 


10.                Indemnification. In the event of the liquidation of the Trust
Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in
the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company
against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal
or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or
products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter
of intent, confidentiality or other similar agreement or Business Combination agreement (a
 “Target”); provided, however, that such indemnification of the Company by the
Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered or
products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i)
$10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the
liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets,
less taxes payable, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights
to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims
under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its
choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the
Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 






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11.                Forfeiture
of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase up to an additional
4,500,000 Units within 45 days from the date of the Prospectus (as further described in the Prospectus), the Sponsor agrees
to automatically surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder
Shares so that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder
Shares outstanding at such time plus the number of Ordinary Shares to be sold pursuant to the Forward Purchase Agreement. The
Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the
Company will effect a share capitalization or a share repurchase, as applicable, with respect to the Founder Shares
immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at
20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time plus the number of Ordinary
Shares to be sold pursuant to the Forward Purchase Agreement.


 


12.               
Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties
hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among
the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as
to any particular provision, except by a written instrument executed by all parties hereto.


 


13.                Assignment. No party hereto may assign either this Letter Agreement or
any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Insiders and
each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


14.               
Counterparts. This Letter Agreement may be executed in any number of original or facsimile counterparts, and
each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


 


15.               
Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter
Agreement and shall not affect the interpretation thereof.


 


16.               
Severability. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any
term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall
be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be
possible and be valid and enforceable.


 






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17.                Governing
Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of
New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or
relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of
New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii)
waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


18.                Notices. Any notice, consent or request to be given in
connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail
or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile
transmission.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	CC Neuberger Principal Holdings I Sponsor LLC
	 	 
	 	By:	/s/ Douglas Newton
	 	 	Name:	 Douglas Newton
	 	 	Title:	Authorized Signatory
	 	 
	 	/s/ Chinh E. Chu
	 	Chinh E. Chu
	 	 
	 	/s/ Charles Kantor
	 	Charles Kantor
	 	 
	 	/s/ Keith W. Abell
	 	Keith W. Abell
	 	 
	 	/s/ Eva F. Huston
	 	Eva F. Huston
	 	 
	 	/s/ Douglas Newton
	 	Douglas Newton




 


[Signature Page to Letter Agreement] 


 



     


     


    

 


Acknowledged and Agreed:


 


CC NEUBERGER PRINCIPAL HOLDINGS I


 


	By:	/s/ Douglas Newton	 
	 	Name:	 Douglas Newton	 
	 	Title:	Chief Financial Officer	 




 


[Signature Page to Letter Agreement]