INDEMNITY AGREEMENTIndemnity Agreement • August 5th, 2020 • NewHold Investment Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 30, 2020, by and between NEWHOLD INVESTMENT CORP., a Delaware corporation (the “Company”), and Adam Deutsch (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 5th, 2020 • NewHold Investment Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 30, 2020, is by and between NewHold Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 5th, 2020 • NewHold Investment Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 30, 2020, by and between NewHold Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EVOLV TECHNOLOGIES HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2021 • NewHold Investment Corp. • Computer peripheral equipment, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________ __, 2021 by and between Evolv Technologies Holdings, Inc., a Delaware corporation (the “Company”), and ___________ [a member of the Board of Directors] / [an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
July 30, 2020 NewHold Investment Corp. Houston, TX 77029 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 5th, 2020 • NewHold Investment Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among NewHold Investment Corp., a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2020 • NewHold Investment Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 30, 2020, is made and entered into by and among NewHold Investment Corp., a Delaware corporation (the “Company”), NewHold Industrial Technology Holdings LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 24th, 2020 • NewHold Investment Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of [•], 2020 between NewHold Investment Corp., a Delaware corporation (the “Company”), NewHold Industrial Technology Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the accounts listed in Schedule B attached hereto acting by and through [•] (each a “Purchaser”).
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • August 5th, 2020 • NewHold Investment Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of July 30, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between NewHold Investment Corp., a Delaware corporation (the “Company”), and NewHold Industrial Technology Holdings LLC, a Delaware limited liability company (the “Purchaser”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 21st, 2022 • Evolv Technologies Holdings, Inc. • Computer peripheral equipment, nec
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and the borrowers listed on Schedule I hereto (“Borrower”). The parties agree as follows:
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 8th, 2021 • NewHold Investment Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this ___ day of March, 2021, by and between NewHold Investment Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
NEWHOLD INVESTMENT CORP. 15,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting AgreementNewhold Investment Corp • August 5th, 2020 • NewHold Investment Corp. • Blank checks • New York
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 28th, 2022 • Evolv Technologies Holdings, Inc. • Computer peripheral equipment, nec
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of June 5, 2021 (the “Amendment Date”) by and among NewHold Investment Corp., a Delaware corporation (“Parent”), NHIC Sub Inc., a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and Evolv Technologies, Inc., dba Evolv Technology, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 14th, 2021 • NewHold Investment Corp. • Computer peripheral equipment, nec • Massachusetts
This Executive Employment Agreement (the “Agreement”), made and entered into this 4th day of January, 2021 (the “Effective Date”), by and between Evolv Technologies, Inc. (“Company”), and Peter Faubert (“Executive”) (each a “Party,” and collectively the “Parties”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2021 • NewHold Investment Corp. • Computer peripheral equipment, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2021, is made and entered into by and among Evolv Technologies Holdings, Inc., a Delaware corporation (“Evolv”), NewHold Investment Corp., a Delaware corporation (the “Company”), NewHold Industrial Technology Holdings LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned parties listed as Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and, collectively, the “Existing Holders”) and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectivel
AGREEMENT AND PLAN OF MERGER by and among EVOLV TECHNOLOGIES, INC., NEWHOLD INVESTMENT CORP. and NHIC SUB INC. Dated as of March 5, 2021Agreement and Plan of Merger • March 8th, 2021 • NewHold Investment Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of March 5, 2021, is entered into by and among Evolv Technologies, Inc. dba Evolv Technology, Inc., a Delaware corporation (the “Company”), NewHold Investment Corp., a Delaware corporation (“Parent”), and NHIC Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”, and together with the Company and Parent, the “Parties” and each, a “Party”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Exhibit A of this Agreement.
Evolv Technologies, Inc., dba Evolv Technology, Inc. Re: Support Agreement Ladies and Gentlemen:NewHold Investment Corp. • March 8th, 2021 • Blank checks • New York
This letter (this “Support Agreement”) is being delivered by NewHold Industrial Technology Holdings LLC, a Delaware limited liability company (the “Stockholder”), to Evolv Technologies, Inc., dba Evolv Technology, Inc., a Delaware corporation (the “Company”), in accordance with that Merger Agreement dated as of the date hereof, by and among the Company, NewHold Investment Corp., a Delaware corporation (the “Parent”), and NHIC Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. As used herein, the term “Section” shall, unless otherwise specified, refer to the specified Section of this Support Agreement.
NEWHOLD INVESTMENT CORP.Letter Agreement • July 24th, 2020 • NewHold Investment Corp. • Blank checks • New York
This letter agreement by and between NewHold Investment Corp., a Delaware corporation (the “Company”) and NewHold Enterprises (Management) LLC, a Delaware limited liability company (“NEM”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-239822) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
March 5, 2021 NewHold Investment Corp. Houston, TX 77029 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 8th, 2021 • NewHold Investment Corp. • Blank checks
This amended and restated letter (this “Letter Agreement”) is being delivered to you (i) in accordance with the Underwriting Agreement (the “Underwriting Agreement”), dated as of July 30, 2020, entered into by and among NewHold Investment Corp., a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including 2,250,000 units that were purchased to cover over-allotments) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant and (ii) in connection with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, its wholly-owned subsidiary NHIC Sub Inc., a Delawar
NEWHOLD INVESTMENT CORP.Letter Agreement • August 5th, 2020 • NewHold Investment Corp. • Blank checks • New York
This letter agreement by and between NewHold Investment Corp., a Delaware corporation (the “Company”) and NewHold Enterprises (Management) LLC, a Delaware limited liability company (“NEM”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-239822) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2021 • Evolv Technologies Holdings, Inc. • Computer peripheral equipment, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2021, is made and entered into by and among Evolv Technologies Holdings, Inc., a Delaware corporation (“Evolv”), NewHold Investment Corp., a Delaware corporation (the “Company”), NewHold Industrial Technology Holdings LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned parties listed as Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and, collectively, the “Existing Holders”) and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectivel
SUBSCRIPTION AGREEMENTSubscription Agreement • July 24th, 2020 • NewHold Investment Corp. • Blank checks
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2023 • Evolv Technologies Holdings, Inc. • Computer peripheral equipment, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2021, is made and entered into by and among Evolv Technologies Holdings, Inc., a Delaware corporation (“Evolv”), NewHold Investment Corp., a Delaware corporation (the “Company”), NewHold Industrial Technology Holdings LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned parties listed as Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and, collectively, the “Existing Holders”) and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectivel
STOCKHOLDER AGREEMENTStockholder Agreement • March 8th, 2021 • NewHold Investment Corp. • Blank checks • Delaware
This Stockholder Agreement (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into effective as of March 5, 2021 by and among NewHold Investment Corp., a Delaware corporation (the “Company”), and Motorola Solutions, Inc. (the “Stockholder”). The Company and the Stockholder are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
