Exhibit 10.1


 


_______________, 2021


New Beginnings Acquisition Corp. II


800 1st Street, Unit 1


Miami Beach, FL 33139


 


	Re:	Initial Public Offering


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among New Beginnings Acquisition Corp. II, a Delaware corporation (the “Company”),
and Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the underwriters (the
“Underwriters”), relating to an underwritten initial public offering (the “Public Offering”),
of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if
any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), and one redeemable warrant. Each 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 to a registration statement on Form S-1 (File No. 333-248944) and prospectus (as amended,
the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”)
and the Company has applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein
are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of New Beginnings Sponsor II, LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team of the
Company (each, an “Insider” and collectively, the “Insiders”), hereby agrees
with the Company as follows:


 


1. The Sponsor and each Insider agrees that
if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination,
it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination
and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company
engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that it, he
or she will not seek to sell its, his or her shares of Capital Stock to the Company in connection with such tender offer.


 


2. The Sponsor and
each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months from
the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with the Company’s
amended and restated certificate of incorporation (the “Charter”), the Sponsor and each Insider shall
take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem
100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption
will completely extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,
subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors
and other requirements of applicable law. The Sponsor and each Insider agrees not to propose any amendment to the Charter to modify
(i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with a Business Combination
or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within such time set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business
Combination activity, unless the Company provides all Public Stockholders with the opportunity to redeem their shares of Common
Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its taxes, divided by the number of then outstanding Offering Shares.


 






     


     


    

 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares or Private Placement Shares
held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by
it, him or her, if any, whether acquired now or hereafter, any redemption rights it, he or she may have in connection with the
consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder
vote to approve such Business Combination or a stockholder vote to approve an amendment to the Charter to modify (i) the substance
or timing of the ability of holders of Offering Shares to seek redemption in connection with a Business Combination or (ii) (A)
the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within
the time period set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business
Combination activity, unless the Company provides all Public Stockholders with the opportunity to redeem their shares of Common
Stock upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its taxes, divided by the number of then outstanding Offering Shares, or (ii) in the context of a tender offer made by the
Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled
to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business
Combination within the time period set forth in the Charter).


 


3. During the period commencing on the date
of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written
consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect
to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
of Capital Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of any Units, shares of Capital Stock, Warrants or any securities convertible
into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, whether any such transaction is to
be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
specified in clause (i) or (ii).


 


4. In the event of the liquidation of the
Trust Account, the undersigned agrees that it will be liable to the Company if and to the extent any claims by a third party (other
than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company,
or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount
of funds in the Trust Account to below the lesser of (i) $10.10 per Offering Share and (ii) the actual amount per Offering Share
held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Offering Share due to
reductions in the value of the assets in the Trust Account, in each case less interest that may be withdrawn to pay the Company’s
tax obligations, if any; provided that such liability will not apply to any claims by a third party or prospective target
business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the Company’s obligation to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, pursuant to the Underwriting Agreement. The undersigned acknowledges
and agrees that there will be no distribution from the Trust Account with respect to any Warrants, all rights of which will terminate
on the Company’s liquidation.


 


5. To the extent that the Underwriters do
not exercise the over-allotment option to purchase up to an additional 1,500,000 Units in full within 45 days from the date of
the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares
in the aggregate equal to 375,000 multiplied by a fraction, (i) the numerator of which is 1,500,000 minus the number of Units purchased
by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which is 1,500,000. The Sponsor
will be required to forfeit only that number of Founder Shares as is necessary so that the Initial Stockholders will own an aggregate
of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering (not including the Private
Placement Shares).


 






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6. The Sponsor and each Insider hereby agrees
and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor
or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter Agreement
(ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and each Insider agrees
that it, he or she shall not Transfer its, his or her Founder Shares until the earlier of (1) one year after the completion of
the Company’s initial Business Combination or (2) the date on which, subsequent to the Company’s initial Business Combination,
(x) the last reported sale price of Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or (y) the Company completes
a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders
having the right to exchange their shares of common stock for cash, securities or other property (the “Founder Shares
Lock-up Period”).


 


(b) The Sponsor and each Insider agrees that it, he
or she shall not Transfer any Private Placement Units, the Private Placement Shares, the Private Placement Warrants or shares of
Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion of a Business
Combination (the “Private Placement Units Lock-up Period”, together with the Founder Shares Lock-up Period,
the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in paragraphs
7(a) and (b), Transfers of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and
shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares
that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)),
are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers
or directors or any affiliate of the Sponsor, any employee of the Sponsor or to any member(s) of the Sponsor or any of their affiliates;
(b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary
of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of any of the Company’s officers,
directors, initial stockholders, or members of the Sponsor; (d) in the case of an individual, pursuant to a qualified domestic
relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination
at prices no greater than the price at which the shares or warrants were originally purchased or otherwise with the consent of
the Company; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g)
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor; (h) to the Company for no value for cancellation in connection with the completion of the Business Combination; or (i)
in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the
completion of a Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these
permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.
For the avoidance of doubt, the transfers of Founder Shares, Private Placement Units, Private Placement Shares, Private Placement
Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the
Founder Shares shall be permitted regardless of whether a filing under Section 16(a) of the Exchange Act shall be required or shall
be voluntarily made with respect to such transfers.


 






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8. The Sponsor and each Insider represents
and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to
or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from
any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or
(iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in the Prospectus,
neither the Sponsor nor any officer, director, director nominee, advisor or any affiliate of the Sponsor, officer, director, director
nominee or advisor of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies
in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


10. The Sponsor and each Insider has full
right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer
and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or
director of the Company.


 


11. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall mean,
collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 2,875,000
shares of the Company’s shares of common stock, par value $0.0001 per share, initially issued to the Sponsor (up to 375,000
Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the
Underwriters) for an aggregate purchase price of $25,000, or $0.009 per share (as adjusted to give effect to a stock dividend declared
by the Company on October 20, 2020), prior to the consummation of the Public Offering; (iv) “Initial Stockholders”
shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Shares” shall
mean the 500,000 shares (or up to 545,000 shares if the over-allotment option is exercised in full) of Common Stock comprising
the Private Placement Units; (vi) “Private Placement Units” shall mean the 500,000 units (or up to 545,000
units if the over-allotment option is exercised in full), each comprised of one share of Common Stock and one-half of one warrant
to purchase one share of Common Stock, that the Sponsor has agreed to purchase for an aggregate purchase price of $5,000,000 in
the aggregate (or up to $5,450,000 units if the over-allotment option is exercised in full), or purchase price of $10.00 per Private
Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Private
Placement Warrants” shall mean the Warrants to purchase up to 500,000 shares of Common Stock (or up to 545,000 shares
of Common Stock if the over-allotment option is exercised in full) comprising the Private Placement Units; (viii) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (x) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act,
and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).


 


12. The Company will maintain an insurance
policy or policies providing directors’ and officers’ liability insurance, and each officer and member of the Company’s
board of directors shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of
the coverage available for any of the Company’s directors or officers.


 






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13. This Letter Agreement constitutes the
entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


14. No party hereto may assign either this
Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their
respective successors, heirs and assigns and permitted transferees.


 


15. Nothing in this Letter Agreement shall
be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under
or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16. This Letter Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


17. This Letter Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18. This Letter Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any
action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction
and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent
an inconvenient forum.


 


19. Any notice, consent or request to be
given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


20. This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this
Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2021;
provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


21. The Company, the Sponsor and each Insider
hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party beneficiary of this Letter
Agreement.


 


[Signature Page Follows]


 




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Sincerely,


	 	NEW BEGINNINGS SPONSOR II, LLC
	 	 	 
	 	By:	 
	 	 	Name: Michael S. Liebowitz
	 	 	Title: Managing Member
	 	By:	 
	 	 	Name: Russell W. Galbut
	 	 	Title: Managing Member
	 	 	 
	 	By:	 
	 	 	Name: Benjamin Garrett
	 	 	 
	 	By:	 
	 	 	Name: Frank A. Del Rio
	 	 	 
	 	By:	 
	 	 	Name: Perry Weitz
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	 
	 	By:	 
	 	 	Name: 


 


	Acknowledged and Agreed:	 
	 	 
	NEW BEGINNINGS ACQUISITION CORP. II	 
	 	 	 
	By:	 	 
	 	Name: Michael S. Liebowitz	 
	 	Title: Chief Executive Officer	 



 


[Signature Page to Letter Agreement]