INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2021 • NewHold Investment Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 20, 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”).
WARRANT AGREEMENTWarrant Agreement • October 26th, 2021 • NewHold Investment Corp. II • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of October 20, 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 AGREEMENTSubscription Agreement • October 26th, 2021 • NewHold Investment Corp. II • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of October 20, 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 UBS O’Connor LLC, Kepos Capital LP, and Magnetar Financial LLC (each a “Purchaser”).
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • October 26th, 2021 • NewHold Investment Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of October 20, 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”).
FOUNDER SHARE SUBSCRIPTION AGREEMENTFounder Share Subscription Agreement • October 26th, 2021 • NewHold Investment Corp. II • Blank checks • New York
This Founder Share Subscription Agreement (this “Agreement”) is entered into as of October [●], 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 funds and accounts listed in Schedule B attached hereto (“Purchaser”), and this Agreement may be executed by an investment manager on behalf of such funds and accounts. The rights and obligations of each Purchaser under this Agreement shall be several, and not joint, and any covenants, representations or warranties made under this Agreement, the same shall be deemed to be made severally and not jointly by each Purchaser hereunder.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2021 • NewHold Investment Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 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 17,500,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting AgreementUnderwriting Agreement • October 26th, 2021 • NewHold Investment Corp. II • Blank checks • New York
October 20, 2021Underwriting Agreement • October 26th, 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 (and up to an additional 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-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 Offeri
October 20, 2021 NewHold Investment Corp. II 12141 Wickchester Lane, Suite 325 Houston, TX 77079 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 26th, 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-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 pursu
NEWHOLD INVESTMENT CORP. II 12141 Wickchester Lane Suite 325 Houston, TX 77079Administrative Support Agreement • October 26th, 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”):
INDEMNITY AGREEMENTIndemnification Agreement • October 26th, 2021 • NewHold Investment Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 20, 2021, by and between NEWHOLD INVESTMENT CORP. II, a Delaware corporation (the “Company”), and [INSERT NAME] (“Indemnitee”).
