Exhibit 10.1


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT



 


THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”),
dated as of April 23, 2020, is entered into by and among CC Neuberger Principal Holdings I, a Cayman Islands exempted company (the
 “Company”), and CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company (the
 “Purchaser”).


 


WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”),
and one-third of one warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per
Share, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission
(the “SEC”), File Number 333-236974 (the “Registration Statement”), under the
Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser
has agreed to purchase an aggregate of 9,200,000 warrants (and up to 1,080,000 additional warrants if the underwriters in the Public
Offering exercise their option to purchase additional units in full) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, at a price
of $1.00 per warrant.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT 


 


Section 1. Authorization,
Purchase and Sale; Terms of the Private Placement Warrants. 


 


A. Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants
to the Purchaser.


 


B. Purchase and
Sale of the Private Placement Warrants.


 


(i) On the date of
the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to
the Purchaser, and the Purchaser shall purchase from the Company, 9,200,000 Private Placement Warrants at a price of $1.00 per
warrant for an aggregate purchase price of $9,200,000 (the “Purchase Price”). The Purchaser shall pay
the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $2,000,000 to the Company at a
financial institution to be chosen by the Company, and (ii) $7,200,000 to the trust account maintained by Continental Stock Transfer
 & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s
wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt
of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private
Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery
in book-entry form.


 


(ii) On the date of
the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time
and date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date”, and each
Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and
sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,080,000 Private Placement Warrants (or, to the
extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion
to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $1,080,000
(the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the
Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business
day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior
sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date
duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 






     


     


    

 


C. Terms of the
Private Placement Warrants.


 


(i) Each Private Placement
Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO
Closing Date, in connection with the Public Offering (the “Warrant Agreement”).


 


(ii) On the IPO Closing
Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration
and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser
relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


Section 2. Representations and Warranties
of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants,
the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date)
that:


 


A. Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 


B. Authorization;
No Breach.


 


(i) The execution,
delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the
Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement
Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing
Date.


 


(ii) The execution
and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement
Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with
the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result
in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien,
security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of,
or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to the memorandum and articles of association of the company
(in effect on the date hereof or as may be amended prior to completion of the Public Offering) or any material law, statute, rule
or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except
for any filings required after the date hereof under federal or state securities laws.


 


C. Title to
Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and
upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement
Warrants will be duly and validly issued, fully paid and nonassessable. On the date of
issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have
been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the
Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to
the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free
and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the
other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Purchaser.


 



     


     


    




 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


E. Regulation D
Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial
shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule
506(d) of Regulation D under the Securities Act.


 


Section 3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the
Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution
and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does
not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or
provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency
pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion
of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any
agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date
hereof under federal or state securities laws.


 


C. Investment Representations.


 


(i) The Purchaser is
acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise
(collectively, the “Securities”) for its own account, for investment purposes only and not with a view
towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Purchaser
is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser
has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Purchaser
understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to
determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 






     


     


    




 


(iv) The Purchaser
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act.


 


(v) The Purchaser has
been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the
offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to the acquisition of the Securities.


 


(vi) The Purchaser
understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The Purchaser
understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands
that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and
after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when
reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would
not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and
the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements
of the Securities Act.


 


(viii) The Purchaser
has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.
The Purchaser can afford a complete loss of its investments in the Securities.


 


Section 4. Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of the Closing Date as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 






     


     


    

 


D. Warrant Agreement
and Registration and Shareholder Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of
Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms
satisfactory to the Purchaser.


 


Section 5. Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the
fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.


 


B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this
Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


E. Warrant Agreement.
The Company shall have entered into the Warrant Agreement.


 


Section 6. Miscellaneous.



 


A. Successors and
Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so
expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


D. Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by
limitation.


 


E. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the laws of another jurisdiction.


 








F. Amendments.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by the parties hereto.


[Signature page follows]


 






     


     


    







 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement.


 


	 	COMPANY:
	 	CC NEUBERGER PRINCIPAL HOLDINGS I
	 	 	 
	 	By:	/s/ Douglas Newton
	 	 	Name: Douglas Newton
	 	 	Title: Chief Financial
Officer
	 	 
	 	PURCHASER:
	 	CC NEUBERGER PRINCIPAL HOLDINGS I
SPONSOR LLC 
	 	 
	 	 	 
	 	By:	/s/ Douglas Newton
	 	 	Name: Douglas Newton
	 	 	Name: Authorized
Signatory




 






     


     


    

 


EXHIBIT A 


Warrant Agreement 








 






     


     


    

 


EXHIBIT B 


Registration and Shareholder Rights Agreement