Exhibit 10.6


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: up to U.S.$300,000	Dated as of May 19, 2020




(as set forth on the Schedule of Borrowings
attached hereto)


 


CC Neuberger Principal
Holdings II, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the
order of CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors
in interest (the “Payee”), or order, the principal sum of up to Three Hundred Thousand U.S. Dollars (U.S.$300,000)
(as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and
conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or
as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance
with the provisions of this Note.


 


1.           Principal.
The principal balance of this Note shall be payable by the Maker on the earlier of: (i) December 31, 2020 and (ii) the date on
which the Maker consummates an initial public offering of its securities (the “IPO”), unless accelerated upon
the occurrence of an Event of Default. The principal balance may be prepaid at any time by the Maker, at its election and without
penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder
of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


2.           Interest. No interest shall accrue
on the unpaid principal balance of this Note. 


 


3.           Drawdown Requests. The Maker and the
Payee agree that the Maker may request up to Three Hundred Thousand U.S. Dollars (U.S.$300,000) for costs reasonably related to
the Maker’s proposed IPO. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) December
31, 2020 and (ii) the date on which the Maker consummates the IPO, upon written request from the Maker to the Payee (each, a “Drawdown
Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than One
Thousand U.S. Dollars (U.S.$1,000) unless agreed upon by the Maker and the Payee. The Payee shall fund each Drawdown Request no
later than one (1) business day after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively
under this Note is Three Hundred Thousand U.S. Dollars (U.S.$300,000). No fees, payments or other amounts shall be due to the Payee
in connection with, or as a result of, any Drawdown Request by the Maker.


 


4.           Application
of Payments. All payments shall be applied first
to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable
attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance
of this Note.


 






     


     


    

 


5.           Events
of Default. The following shall constitute an event
of default (“Event of Default”):


 


(a)        
Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within
five (5) business days of the date specified in Section 1 above.


 


(b)        
Voluntary Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency,
reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay
its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.


 


(c)        
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises
in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part
of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days.


 


6.          
Remedies.


 


(a)         
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker,
declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts
payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)        
Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note,
and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of the Payee.


 


7.           Waivers.
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws
exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ
of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.


 


8.           Unconditional
Liability. The Maker hereby waives all notices in
connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its
liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner
by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any
and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or
other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to the Maker or affecting the Maker’s liability hereunder.


 






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9.           Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other
communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery
to an overnight courier service or five (5) days after mailing if sent by mail.


 


10.         Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK.


 


11.         Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


12.         Trust Waiver. Notwithstanding anything
herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from the trust account to be established in which proceeds of the IPO (including the deferred underwriters
discounts and commissions) and proceeds of the sale of the warrants issued in a private placement to occur in connection with the
consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be
filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13.         Amendment; Waiver. Any amendment
hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 


14.         Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


[Signature page follows]


 






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IN
WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned
as of the day and year first above written.


 


	 	CC Neuberger PRINCIPAL Holdings II
	 	a Cayman Islands exempted company
	 	 
	 	By:	/s/ Douglas Newton
	 	 	Name:	Douglas Newton
	 	 	Title:	Chief Financial Officer




 


	Agreed and Acknowledged:	 
	 	 
	CC Neuberger Principal Holdings II Sponsor LLC	 
	a Delaware limited liability company	 
	 	 
	By:	/s/ Douglas Newton	 
	 	Name:	 Douglas Newton	 
	 	Title:	Authorized Signatory	 




 






    


     


    

 


SCHEDULE OF BORROWINGS


 


The following increases or decreases in
this Promissory Note have been made:


 


	
        Date of
        Increase or Decrease
	
        Amount of
        decrease in Principal Amount of this Promissory Note
	
        Amount of
        increase in Principal Amount of this Promissory Note
	
        Principal
        Amount of this Promissory Note following such decrease or increase



  



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