Exhibit 10.7 


 


CC
Neuberger Principal Holdings II

200 Park Ave., 58th Floor


New York, NY 10166


 


May 19, 2020


 


CC Neuberger Principal Holdings II Sponsor
LLC


200 Park Ave., 58th Floor


New York, NY 10166


 


	RE:	Securities Subscription Agreement




 


Gentlemen:


 


This agreement (this
 “Agreement”) is entered into on May 19, 2020 by and between CC Neuberger Principal Holdings II Sponsor LLC,
a Delaware limited liability company (the “Subscriber” or “you”), and CC Neuberger Principal
Holdings II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby
accepts the offer the Subscriber has made to subscribe for and purchase 7,875,000 Class B ordinary shares, US$0.0001 par value
per share (the “Shares”), up to 375,000 of which are subject to surrender and cancellation by you if the underwriters
of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise
their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements
regarding such Shares are as follows:


 


	1.	 Purchase of Securities.




 


1.1              
Subscription and Purchase of Shares. For
the sum of US$25,000 (the “Purchase Price”), which the Company acknowledges has been remitted at the Company’s
direction for offering costs, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for
and purchases the Shares from the Company, 375,000 of which are subject to surrender and cancellation, on the terms and subject
to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and
canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.


 


1.2              
Surrender of Subscriber Share. On the issuance of the Shares, the Subscriber hereby surrenders for no consideration
the one Class B ordinary share, US$0.0001 par value per share, that the Subscriber holds in the Company.


 


	2.	Representations, Warranties and Agreements.




 


2.1              
Subscriber’s Representations, Warranties and Agreements.
To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees
with the Company as follows:


 


2.1.1         
No Government Recommendation or Approval.
The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering
of the Shares.


 


2.1.2          No
Conflicts. The execution, delivery and
performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate,
conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement,
indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the
Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 






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2.1.3         
Registration and Authority. The Subscriber
is a Delaware limited liability company, validly existing and in good standing under the laws of the State of Delaware and possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery
by you, this Agreement will be a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar
laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4         
Experience, Financial Capability and Suitability.
The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the
Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares
have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently registered
under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its own interests. The Subscriber must bear the economic
risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act
or (ii) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of
an investment in the Shares and to afford a complete loss of the Subscriber’s investment in the Shares.


 


2.1.5         
Access to Information; Independent Investigation.
Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives
of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company,
and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether
to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company
and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this
paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations
which were not furnished pursuant to this Section 2 and the Subscriber has not relied on any other representations or information
in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


2.1.6         
Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined
in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges
the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors”
within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.


 


2.1.7         
Investment Purposes. The Subscriber is
purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit
of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter
into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 of Regulation
D under the Securities Act.


 


2.1.8         
Restrictions on Transfer; Shell Company.
The Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of
the Securities Act.


 






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The Subscriber understands the Shares will
be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and the Subscriber understands
that any certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the
future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged
or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration.
The Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent
to any such transfer, the Subscriber may, at the Company’s option, be required to deliver to the Company an opinion of counsel
satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. The Subscriber
further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale
of the Shares until at least one year following consummation of the initial business combination of the Company, despite technical
compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9         
No Governmental Consents. No governmental,
administrative or other third party consents or approvals are required or necessary on the part of the Subscriber in connection
with the transactions contemplated by this Agreement.


 


2.2              
Company’s Representations, Warranties and Agreements.
To induce the Subscriber to subscribe for and purchase the Shares, the Company hereby represents and warrants to the Subscriber
and agrees with the Subscriber as follows:


 


2.2.1         
Incorporation and Corporate Power. The
Company is a Cayman Islands exempted company 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. Upon execution and delivery by the Company, this Agreement will be a legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to
general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.2.2         
No Conflicts. The execution, delivery and
performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (i) the memorandum and articles of association of the Company, (ii) any agreement, indenture
or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject, or
any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3         
Title to Securities. Upon issuance in accordance
with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be
duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof,
and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free
and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements
to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or
encumbrances imposed due to the actions of the Subscriber.


 


2.2.4          No
Adverse Actions. There are no actions, suits,
investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin,
prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the
validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any
transactions.


 






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3.                  
Surrender and Cancellation of Shares.


 


3.1              
Partial or No Exercise of the Over-allotment Option.
In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised
in full, the Subscriber acknowledges and agrees that it shall surrender for cancellation any and all rights to such number of Shares
(up to an aggregate of 375,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that
immediately following such surrender, the number of Shares will equal 20% of the issued and outstanding ordinary shares of the
Company immediately following the IPO plus the number of ordinary shares issuable pursuant to any forward purchase agreement entered
into by the Company in connection with its IPO.


 


3.2              
Termination of Rights as Shareholder. If
any of the Shares are surrendered and cancelled in accordance with this Section 3, then after such time the Subscriber (or successor
in interest), shall no longer have any rights as a holder of such Shares, and the Company shall take such action as is appropriate
to cancel such Shares.


 


4.                  
Waiver of Liquidation Distributions; Redemption Rights.
In connection with the Shares subcribed for and purchased pursuant to this Agreement, the Subscriber hereby waives any and all
right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established
for the benefit of the Company’s public shareholders and into which substantially all of the proceeds of the IPO will be
deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure
to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases securities in
the IPO or in the aftermarket, any ordinary shares so subscribed for and purchased shall be eligible to receive any liquidating
distributions by the Company. However, in no event will the Subscriber have the right to redeem any ordinary shares into funds
held in the Trust Account upon the successful completion of an initial business combination.


 


5.                  
Restrictions on Transfer.


 


5.1              
Securities Law Restrictions. In addition
to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”)
to be dated on or prior to the closing of the IPO by and among the Subscriber, the Company and the other parties thereto, the Subscriber
agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a)
a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to
the Shares proposed to be transferred shall then be effective or (b) the Company has received, if requested by the Company, an
opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is
exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder
and with all applicable state securities laws.


 


5.2              
Restrictive Legends. Any certificates representing
the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
TERM OF THE LOCKUP.”


 






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5.3              
Additional Shares or Substituted Securities.
In the event of the declaration of a share capitalization, the declaration of an extraordinary dividend payable in a form other
than Shares, a spin-off, a share sub-division, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting
the Company’s issued and outstanding Shares without receipt of consideration, any new, substituted or additional securities
or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into
which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments
to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section
5 and Section 3.


 


5.4              
Registration Rights. The Subscriber acknowledges
that the Shares are being subscribed for and purchased pursuant to an exemption from the registration requirements of the Securities
Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a Registration and
Shareholder Rights Agreement to be entered into with the Company prior to the closing of the IPO (the “Registration and
Shareholder Rights Agreement”).


 


6.                  
Other Agreements.


 


6.1              
Further Assurances. The Subscriber agrees
to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this
Agreement.


 


6.2              
Notices. All notices, statements or other
documents which are required or contemplated by this Agreement shall be in writing and delivered (i) 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.


 


6.3              
Entire Agreement. This Agreement, together
with that certain Insider Letter to be entered into between the Subscriber and the Company and the Registration and Shareholder
Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement on Form S-1 associated
with the Company’s IPO, embodies the entire agreement and understanding between the Subscriber and the Company with respect
to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter
hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall
affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


6.4              
Modifications and Amendments. The terms
and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 






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6.5              
 Waivers and Consents. The terms and provisions
of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party
entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver
or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent
shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing
waiver or consent.


 


6.6              
Assignment. The rights and obligations
under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.


 


6.7              
Benefit. All statements, representations,
warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of
the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any
rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of
this Agreement.


 


6.8              
Governing Law. This Agreement and the rights
and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of Delaware applicable
to contracts wholly performed within the borders of such state.


 


6.9              
Severability. In the event that any court
of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable
or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable
and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision,
or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and
effect.


 


6.10          
No Waiver of Rights, Powers and Remedies.
No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between
the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of
any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any
such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other
right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle
the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute
a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such
notice or demand.


 


6.11          
Survival of Representations and Warranties.
All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument
provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf
of the parties.


 


6.12          
No Broker or Finder. Each of the parties
hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection
with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the
parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by
any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear
the cost of legal expenses incurred in defending against any such claim.


 






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6.13          
 Headings and Captions. The headings and
captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect
the meaning or construction of any of the terms or provisions hereof.


 


6.14          
Counterparts. This Agreement may be executed
in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic
delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15          
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. 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.


 


6.16          
Mutual Drafting. This Agreement is the
joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


7.                  
Voting and Redemption or Repurchase of Shares.
The Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for
approval to the Company’s shareholders and shall not seek redemption or repurchase with respect to such Shares. Additionally,
the Subscriber agrees not to seek redemption or repurchase of any Shares in connection with a tender offer presented to the Company’s
shareholders in connection with an initial business combination negotiated by the Company.


 


[Signature Page Follows]


 






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If the foregoing accurately
sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly
    yours,
	 	 
	 	CC Neuberger Principal
    Holdings II
	 	 
	 	By:	 /s/ Douglas Newton
	 	 	Name: 	Douglas Newton
	 	 	Title: 	Chief Financial Officer




 


Accepted and agreed as of the date first
written above.


 


CC Neuberger Principal Holdings II Sponsor
LLC


 


	By:	/s/ Douglas Newton	 
	 	Name:	Douglas Newton	 
	 	Title:	Authorized Signatory