0001213900-21-033430 Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • June 22nd, 2021 • NewHold Investment Corp. II • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between NEWHOLD INVESTMENT CORP. II, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 22nd, 2021 • NewHold Investment Corp. II • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between NewHold Investment Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 22nd, 2021 • NewHold Investment Corp. II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among NewHold Investment Corp. II, a Delaware corporation (the “Company”), NewHold Industrial Technology Holdings LLC II, 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”).

NewHold Investment Corp. II 12141 Wickchester Lane, Suite 325 Houston, TX 77079 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • June 22nd, 2021 • NewHold Investment Corp. II • 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. II, 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 17,500,000 of the Company’s units (including up to 2,625,000 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-third 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 purs

WARRANT AGREEMENT
Warrant Agreement • June 22nd, 2021 • NewHold Investment Corp. II • Blank checks • New York

This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between NewHold Investment Corp. II, a Delaware corporation, with its principal executive offices at 12141 Wickchester Lane, Suite 325, Houston, TX 77079 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 22nd, 2021 • NewHold Investment Corp. II • Blank checks • New York

This Subscription Agreement (this “Agreement”) is entered into as of June 18, 2021 between NewHold Investment Corp. II, a Delaware corporation (the “Company”), NewHold Industrial Technology Holdings LLC II, 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 AGREEMENT
Private Placement Warrants Subscription Agreement • June 22nd, 2021 • NewHold Investment Corp. II • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of [●], 2021 (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. II, a Delaware corporation (the “Company”), and NewHold Industrial Technology Holdings LLC II, a Delaware limited liability company (the “Purchaser”).

NEWHOLD INVESTMENT CORP. II 12141 Wickchester Lane Suite 325 Houston, TX 77079
Administrative Support Agreement • June 22nd, 2021 • NewHold Investment Corp. II • Blank checks • New York

This letter agreement by and between NewHold Investment Corp. II, 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. 333-254667) 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”):

ANCHOR SUBSCRIPTION AGREEMENT
Anchor Subscription Agreement • June 22nd, 2021 • NewHold Investment Corp. II • Blank checks • New York

This Anchor Subscription Agreement (this “Agreement”) is entered into as of [____], 2021 between NewHold Investment Corp. II, a Delaware corporation (the “Company”), NewHold Industrial Technology Holdings LLC II, a Delaware limited liability company (the “Sponsor”) and the accounts listed in Schedule B attached hereto acting by and through [___________] (each a “Purchaser”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 22nd, 2021 • NewHold Investment Corp. II • Blank checks
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