Exhibit 10.7


 


UNIT
SUBSCRIPTION AGREEMENT


 


This UNIT SUBSCRIPTION
AGREEMENT (this “Agreement”) is made as of _________, 2021, by and between New Beginnings Acquisition Corp.
II, a Delaware corporation (the “Company”), having its principal place of business at 800 1st Street,
Unit 1, Miami Beach, FL 33139, and New Beginnings Sponsor II, LLC, a Delaware limited liability company (the “Subscriber”).


 


WHEREAS, the Company
desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 500,000 units
(or up to 545,000 units if the over-allotment option in connection with the IPO (as defined below) is exercised in full) (the “Units”)
of the Company, each Unit comprised of one share of common stock of the Company, par value $0.0001 per share (“Common
Stock”) and one warrant, each whole warrant exercisable to purchase one share of Common Stock (“Warrant”),
for a purchase price of $10.00 per Unit. The shares of Common Stock underlying the Warrants are hereinafter referred to as the
“Warrant Shares”. The shares of Common Stock underlying the Units (excluding the Warrant Shares) are hereinafter
referred to as the “Placement Shares.” The Warrants underlying the Units are hereinafter referred to as the
“Placement Warrants.” The Units, Placement Shares, Placement Warrants and Warrant Shares, collectively, are
hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one share
of Common Stock at an exercise price of $11.50 during the period commencing 30 days following the consummation of the Company’s
initial business combination (the “Business Combination”), as such term is defined in the registration statement
in connection with the IPO, as amended at the time it becomes effective (the “Registration Statement”), and
expiring on the fifth anniversary of the consummation of the Business Combination; and


 


WHEREAS, the Subscriber
wishes to purchase 500,000 units (or up to 545,000 Units if the over-allotment option in connection with the IPO is exercised in
full), and the Company wishes to accept such subscription from Subscriber.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


1. Agreement to
Subscribe


 


1.1. Purchase
and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to
purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below)
500,000 Units in consideration of the payment of the Purchase Price (as defined below). On the Initial Closing Date, the Company
shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery
in book-entry form.


 


1.2. Purchase
Price. The Subscriber shall pay $5,000,000 (the “Purchase Price”) by wire transfer of immediately available
funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”)
at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as
trustee (“Continental”), one (1) business day prior to the date of effectiveness of the Registration Statement.


 






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1.3. Initial
Closing. The closing of the purchase and sale of 500,000 Units shall take place simultaneously with the closing of the IPO
(the “Initial Closing Date”). The closing of such Units shall take place at the offices of Greenberg Traurig,
P.A., 333 S.E. 2nd Avenue, Miami, Florida 33131, or such other place as may be agreed upon by the parties hereto.


 


1.4. Purchase
and Issuance of Additional Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees
to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Over-allotment Closing Date (as defined
below) up to an aggregate of 45,000 Units in consideration of the payments of the Over-allotment Purchase Price (as defined below)
and in the same proportion as the amount of the over-allotment option in connection with the IPO is exercised. On the Over-allotment
Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased
or effect such delivery in book-entry form.


 


1.5. Purchase
Price. The Subscriber shall pay up to $450,000 (if the over-allotment option in connection with the IPO is exercised in full)
(the “Over-allotment Purchase Price”) by wire transfer of immediately available funds or by such other method
as may be reasonably acceptable to the Company, to the Trust Account on the date of the consummation of the closing of the over-allotment
option, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Company
and the Subscriber (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date,
the “Closing Dates” and each, a “Closing Date”).


 


1.6. Over-Allotment
Closing. The Over-allotment Closing Date shall take place at the offices of Greenberg Traurig, P.A., 333 S.E. 2nd Avenue,
Miami, Florida 33131, or such other place as may be agreed upon by the parties hereto.


 


1.7. Termination.
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur
prior to December 31, 2021.


 


2. Representations
and Warranties of Subscriber


 


Subscriber represents
and warrants to the Company that:


 


2.1. No
Government Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the Company or the Offering of the Securities.


 


2.2. Accredited
Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated
hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under
the Securities Act and similar exemptions under state law.


 






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2.3. Intent.
Subscriber is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for the account
or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Insider Letter”)
to be entered into with respect to the Securities between, among others, Subscriber and the Company, as described in the Registration
Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement to sell the Securities to
or through any person or entity except as may be permitted under the Insider Letter. Subscriber shall not engage in hedging transactions
with regard to the Securities unless in compliance with the Securities Act.


 


2.4. Restrictions
on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering
in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act
and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be
offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities
Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or
(C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance
with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges
and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees
that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer,
Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer.
Absent registration or another available exemption from registration, Subscriber agrees it will not resell the Securities (unless
otherwise permitted pursuant to the Insider Letter, as described in the Registration Statement). Subscriber further acknowledges
that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until
the one year anniversary following consummation of the initial Business Combination of the Company, despite technical compliance
with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.5. Sophisticated
Investor.


 


(i) Subscriber
is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii) Subscriber
is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things,
the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot
be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber
is able to bear the economic risk of its investment in the Securities for an indefinite period of time.


 






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2.6. Independent
Investigation. Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the
Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations
or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other
than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company
and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning
the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning
the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available
and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.


 


2.7. Organization
and Authority. Subscriber is duly organized, validly existing and in good standing under the laws of the State of Delaware
and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8. Authority.
This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable
in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally.


 


2.9. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Subscriber’s charter documents, (ii) any
agreement or instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject,
or any agreement, order, judgment or decree to which Subscriber is subject.


 


2.10. No
Legal Advice from Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal
counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and
the other agreements entered into between the parties hereto, Subscriber is relying solely on such counsel and advisors and not
on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice
with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.11. Reliance
on Representations and Warranties. Subscriber understands the Units are being offered and sold to Subscriber in reliance on
exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of
various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 






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2.12. No
General Solicitation. Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation
or general advertising, including but not limited to any advertisement, article, notice or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration
statement with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.13. Legend.
Subscriber acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”),
in form and substance substantially as set forth in Section 4 hereof.


 


3. Representations,
Warranties and Covenants of the Company


 


The Company represents
and warrants to, and agrees with, Subscriber that:


 


3.1. Valid
Issuance of Capital Stock. The total number of shares of all capital stock which the Company has authority to issue is 100,000,000
shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”).
As of the date hereof, the Company has issued and outstanding 2,875,000 shares of Common Stock (of which up to 375,000 shares are
subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of
capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement
to be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”), as the case
may be, each of the Units, Placement Shares, Placement Warrants and Warrant Shares will be duly and validly issued, fully paid
and non-assessable. On the date of issuance of the Units and Warrant Shares shall have been reserved for issuance. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, Subscriber will have
or receive good title to the Units, Placement Shares and Placement Warrants, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and pursuant to the Insider Letter and (ii) transfer restrictions
under federal and state securities laws.


 


3.3. Organization
and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of
the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now
being conducted.


 


3.4. Authorization;
Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of
this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all
necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is
required, and (iii) this Agreement constitutes valid and binding obligations of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and
remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may
be limited by federal and state securities laws or principles of public policy.


 






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3.5. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict
with, or constitute a default under any agreement or instrument to which the Company is a party or (iii) conflict with any law
statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is
subject. Other than any SEC or state securities filings which may be required to be made by the Company subsequent to any Closing
Date, and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local
law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or
governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the
Units, Placement Shares, Placement Warrants or Warrant Shares in accordance with the terms hereof.


 


4. Legends


 


4.1. Legend.
The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the
Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate “stop transfer”
instructions:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, NEW BEGINNINGS
ACQUISITION CORP. II AND NEW BEGINNINGS SPONSOR II, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


 






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4.2. Subscriber’s
Compliance. Nothing in this Section 4 shall affect in any way Subscriber’s obligations and agreements to comply
with all applicable securities laws upon resale of the Securities.


 


4.3. Company’s
Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in
the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement
filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act
and (ii) in compliance herewith and with the Insider Letter.


 


4.4. Registration
Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement
(“Registration Rights Agreement”) to be entered into between, among others, the Subscriber and the Company,
on or prior to the effective date of the Registration Statement.


 


5. Waiver of Liquidation
Distributions.


 


In connection with
the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any
kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with
the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender
offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock
sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection
with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to
modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company
does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights
or pre-Business Combination activity. In the event a Subscriber purchases shares of Common Stock in the IPO or in the aftermarket,
any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same
terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination;
provided, for the avoidance of doubt, this sentence shall not apply to any founder shares (as described in the Registration Statement)
acquired by the Subscriber.


 






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6. Terms of Placement
Warrants. Each Placement Warrant shall have the terms set forth in the Warrant Agreement.


 


7. [Reserved].


 


8. Terms of the
Units and Placement Warrants


 


8.1. The
Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and
component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable
so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless”
basis at the election of the holder if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement
and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the
Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are
registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from
registration is available.


 


8.2. Subscriber
agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration
Statement.


 


9. Governing Law;
Jurisdiction; Waiver of Jury Trial


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed
within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby.


 


10. Assignment;
Entire Agreement; Amendment


 


10.1. Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by a Subscriber to
a person agreeing to be bound by the terms hereof.


 


10.2. Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


10.3. Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by all of the parties hereto.


 


10.4. Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns.


 






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11. Notices


 


11.1. Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing
and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided
or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier)
or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as
either may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered
personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt
of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission,
such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (b) if by a posting on an electronic network together with separate notice to the
stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if
by any other form of electronic transmission, when directed to the stockholder.


 


12. Counterparts


 


This Agreement may
be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


13. Survival; Severability


 


13.1. Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing Dates.


 


13.2. Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party.


 


14. Headings.


 


The titles and subtitles
used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY
	 	 	 
	 	NEW BEGINNINGS ACQUISITION CORP. II
	 	 	 
	 	By: 	                   
	 	Name: Michael S. Liebowitz
	 	Title: Chief Executive Officer
	 	 
	 	SUBSCRIBER:
	 	 	 
	 	NEW BEGINNINGS SPONSOR II, LLC
	 	 	 
	 	By: 	 
	 	Name: Michael S. Liebowitz
	 	Title: Managing Member




 


[Signature Page of the Unit Subscription
Agreement]