INDEMNITY AGREEMENTIndemnification Agreement • March 1st, 2022 • CC Neuberger Principal Holdings II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 1, 2021, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Jonathan Gear (“Indemnitee”).
ContractUnderwriting Agreement • August 4th, 2020 • CC Neuberger Principal Holdings II • Blank checks • New York
Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and the Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined herein), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separa
New York, NY 10166Securities Subscription Agreement • July 15th, 2020 • CC Neuberger Principal Holdings II • Blank checks • Delaware
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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 4th, 2020 • CC Neuberger Principal Holdings II • Blank checks • New York
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 July 30, 2020, is entered into by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • July 24th, 2020 • CC Neuberger Principal Holdings II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2020, is by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • August 4th, 2020 • CC Neuberger Principal Holdings II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2020, is made and entered into by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
ContractUnderwriting Agreement • August 4th, 2020 • CC Neuberger Principal Holdings II • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • August 4th, 2020 • CC Neuberger Principal Holdings II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 4, 2020, is by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2020 • CC Neuberger Principal Holdings II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 4, 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 4th, 2020 • CC Neuberger Principal Holdings II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 4, 2020, by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted limited company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 24th, 2020 • CC Neuberger Principal Holdings II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
BACKSTOP AGREEMENTBackstop Facility Agreement • November 16th, 2020 • CC Neuberger Principal Holdings II • Blank checks • New York
This Backstop Facility Agreement (this “Agreement”) is entered into as of November 16, 2020, by and between CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the “Company”), and Neuberger Berman Opportunistic Capital Solutions Master Fund L.P., a Cayman Islands exempted limited partnership (the “Purchaser”). Capitalized terms used but not initially defined in this Agreement shall have the meaning hereinafter ascribed to such terms.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • December 28th, 2021 • CC Neuberger Principal Holdings II • Blank checks
ContractForward Purchase Agreement • December 10th, 2021 • CC Neuberger Principal Holdings II • Blank checks
Reference is hereby made to (a) that certain Forward Purchase Agreement, dated as of August 4, 2021 (the “Forward Purchase Agreement”), by and among CC Neuberger Principal Holdings II, a Cayman Islands exempted limited company (“CCNB”) 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 CCNB the Forward Purchase Shares for the FPS Purchase Price and (b) that certain Backstop Agreement, dated as of November 16, 2020 (the “Backstop Agreement”), by and between CCNB and Purchaser, pursuant to which Purchaser has agreed, subject to the terms and conditions set forth therein, to purchase from CCNB the Backstop Purchase Shares for the BPS 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 Fo
SPONSOR SIDE LETTERSponsor Side Letter • December 10th, 2021 • CC Neuberger Principal Holdings II • Blank checks
This letter agreement (this “Side Letter”) is dated as of December 9, 2021, by and among CC Neuberger Principal Holdings II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Joel Alsfine (“Alsfine”), James Quella (“Quella”), Jonathan Gear (“Gear” and, together with Alsfine and Quella, each an “Independent Director” and collectively, the “Independent Directors”, and together with the Sponsor, the “Sponsor Parties”), CC NB Sponsor 2 Holdings LLC, a Delaware limited liability company (“CC Holdings”), Neuberger Berman Opportunistic Capital Solutions Master Fund LP, a Cayman Islands exempted company (“NBOKS” and, together with CC Holdings, the “Founder Holders”), CC Neuberger Principal Holdings II, a Cayman Islands exempted company (“CCNB”), Vector Holding, LLC, a Delaware limited liability company, as successor to CCNB (“New CCNB”), and Griffey Global Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Side Letter shall h
STOCKHOLDERS AGREEMENTStockholders Agreement • December 10th, 2021 • CC Neuberger Principal Holdings II • Blank checks • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of December 9, 2021, by and among Vector Holding, LLC, a Delaware limited liability company, who will be known as Getty Images Holdings, Inc. as of the Closing and the effectiveness of this Agreement (“New CCNB”, and as of the Closing, the “Company”), and each of the Persons listed on Schedule A hereto and any additional Person that becomes a party to this Agreement in accordance with Section 8.16 hereof (each of the Persons party to this Agreement, a “Party” and collectively, the “Parties”).
ContractSponsorship Agreement • July 24th, 2020 • CC Neuberger Principal Holdings II • Blank checks
ContractSponsorship Agreement • August 4th, 2020 • CC Neuberger Principal Holdings II • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of CC Neuberger Principal Holdings II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), CC Capital Partners LLC, an affiliate of CC Neuberger Principal Holdings II Sponsor LLC (the “Sponsor”), shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 200 Park Avenue, 58th Floor, New York, New York 10166 (or any successor location). In exchange therefore, the Company shall pay CC Capital Partner
