Exhibit 10.4


 


Execution Version


 


STOCKHOLDER AGREEMENT


 


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.”


 


RECITALS


 


WHEREAS, the
Company and Evolv Technologies, Inc., a Delaware corporation (“Legacy Evolv”), are contemporaneously entering
into that certain Agreement and Plan of Merger, dated as of March 5, 2021 (as it may be amended, supplemented, amended and restated
or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, NHIC Sub Inc. (“Merger
Sub”) and Legacy Evolv, in the form previously provided to the Stockholder, pursuant to which, subject to the terms and
conditions set forth therein, Merger Sub will merge with and into Legacy Evolv (the “Merger”), with Legacy Evolv
surviving the Merger as a wholly owned subsidiary of the Company;


 


WHEREAS, capitalized
terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement; and


 


WHEREAS, in
connection with the transactions contemplated by the Merger Agreement, the Parties are entering into this Agreement to set forth
certain understandings between the Parties with respect to certain governance and other matters of the Company.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:


 


Article
I.

DEFINITIONS AND CONSTRUCTION


 


Section 1.01 Definitions.
In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial
capital letters:


 


“Action” means any claim,
action, suit or proceeding.


 


“Affiliate” has the
meaning set forth in the Merger Agreement.


 


“Agreement” has the
meaning set forth in the Preamble hereto.


 


“Board” means the board
of directors of the Company.


 


“Merger Agreement” has
the meaning set forth in the Recitals hereto.


 






     


     


    

 


“Bylaws” means the Parent
Restated Bylaws, as amended or amended and restated from time to time.


 


“Certificate of Incorporation”
means the Parent Restated Charter, as amended, restated and/or amended and restated from time to time.


 


“Closing” has the meaning
set forth in the Merger Agreement.


 


“Common Stock” means
the Company’s common stock, with a par value of $0.001 per share.


 


“Company” has the meaning
set forth in the Recitals hereto.


 


“Company Stockholders Meeting”
means an annual meeting or special meeting of the stockholders of the Company, in each case, including any adjournment or postponement
thereof, at which Directors are to be elected to the Board.


 


“control” (including
its correlative meanings, “controlled by” and “under common control with”) has the meaning
set forth in the Merger Agreement.


 


“Director” means any
member of the Board.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended
from time to time.


 


“Law” has the singular
meaning of “Laws” set forth in the Merger Agreement.


 


“Legacy Evolv” has the
meaning set forth in the Preamble hereto.


 


“Merger” has the meaning
set forth in the Recitals hereto.


 


“Merger Sub” has the
meaning set forth in the Recitals hereto.


 


“Nasdaq” means the NASDAQ
Stock Market.


 


“Nominee” has the meaning
set forth in Section 2.01(b).


 


“Non-Recourse Party”
has the meaning set forth in Section 4.14.


 


“Parties” or “Party”
has the meaning set forth in the Preamble hereto.


 


“Proxy Statement” has
the meaning set forth in the Merger Agreement.


 


“Representative” has
the meaning set forth in the Merger Agreement.


 


“SEC” has the meaning
set forth in the Merger Agreement.


 


“Stockholder” has the
meaning set forth in the Recitals hereto.


 






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“Stockholder Designee”
means an individual designated in writing from time to time by the Stockholder for election to the Board in accordance with this
Agreement, which individual shall initially be Mahesh Saptharishi.


 


“Transaction” has the
meaning set forth in the Merger Agreement.


 


“Transaction Document”
has the meaning set forth in the Merger Agreement.


 


Section
1.02 Rules of Construction. For all purposes of this Agreement, except as otherwise provided in this Agreement or
unless the context otherwise requires:


 


(a) the
meanings of defined terms are applicable to the singular as well as the plural forms of such terms;


 


(b) the
words “hereof”, “herein”, “hereunder” and words of similar import, when used in this Agreement,
refer to this Agreement as a whole and not to any particular provision of this Agreement;


 


(c) references
in this Agreement to any Law shall be deemed also to refer to such Law, and all rules and regulations promulgated thereunder;


 


(d) whenever
the words “include”, “includes” or “including” are used in this Agreement, they shall mean
“without limitation”;


 


(e) the
captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement;
and


 


(f) pronouns
of any gender or neuter shall include, as appropriate, the other pronoun forms.


 


Article
II.

CORPORATE GOVERNANCE MATTERS


 


Section 2.01 Board
Designation. In the Proxy Statement the Company shall nominate a Stockholder Designee to be elected as a member of the
Board, effective as of immediately following the Closing, and shall take the actions specified in Section 2.02 with respect to
such Stockholder Designee. On the Closing Date, the Company shall enter into a customary indemnification agreement with the Stockholder
Designee as contemplated by the Merger Agreement, which indemnification agreement shall continue to be effective following the
Closing. In the event that such Stockholder Designee is not so elected, the Stockholder shall have the right to nominate another
individual as the Stockholder Designee, and the Company shall appoint such Stockholder Designee to the Board.


 






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Section
2.02 Ongoing Rights of the Stockholder. Notwithstanding anything to the contrary contained herein or in any
other Transaction Document, the Stockholder and the Company agree (it being understood that such agreement is solely between
the Company and the Stockholder, and not with any other stockholder of the Company) that, subject to the rules of the Nasdaq,
from and after the Closing and until the termination or expiration of the Distributor Agreement dated December 23, 2020, as
amended on March 4, 2021 (the “Distributor Agreement”), by and between Legacy Evolv and the Stockholder
(the “Expiration Time”), the Company shall (i) nominate a Stockholder Designee to be elected to the Board
at each Company Stockholders Meeting, (ii) include such Stockholder Designee as a nominee for election as a Director at the
applicable Company Stockholders Meeting in its proxy solicitation materials (including any form of proxy it distributes) and
(iii) unless the Board (or a committee thereof) determines in good faith that doing so would cause it to violate its
fiduciary duties to stockholders under Law (provided that in such case the Stockholder shall be entitled to designate a
replacement as the Stockholder Designee, which replacement shall be treated as the Stockholder Designee for all purposes
under this Agreement, including the foregoing clauses (i) and (ii) and this clause (iii)), (A) recommend that holders of its
Common Stock vote to elect such Stockholder Designee to the Board and (B) use its reasonable best efforts to cause the
election to the Board of a slate of directors that includes such Stockholder Designee.


 


For the avoidance of
doubt, the Stockholder’s right to nominate a Nominee as a Director under this Section 2.02 (i) shall not be transferable
and (ii) shall not be subject to any requirement that the Stockholder provide advance notice of, or comply with any other procedures
governing, the nomination of individuals for election to the Board as provided in the Bylaws.


 


Section 2.03 Vacancy.
If the Stockholder Designee ceases to serve as a Director for any reason prior to the Expiration Time (including because of the
death, resignation, disqualification or removal of such Stockholder Designee, or the failure of such Stockholder Designee to be
elected at any Company Stockholders Meeting), the Stockholder shall have the sole right to nominate an individual to fill such
vacancy, and such person shall be substituted as the Stockholder Designee.


 


Section 2.04 Company
Information. At all times while serving as a Director, the Stockholder Designee shall be permitted to share information
received in his or her capacity as such with the Stockholder; provided, that any information the Stockholder receives from
the Stockholder Designee in his or her capacity as a Director shall be subject to the confidentiality provisions of the Distributor
Agreement; provided, further, that the Board may exclude the Stockholder Designee from access to any Board or committee
materials or information, any meeting or portion thereof or any action by written consent if the Board determines, in good faith
(after reasonable consultation with the Stockholder Designee regarding the reasons therefor), that including the Stockholder Designee
in discussions relating to such determination or providing the Stockholder Designee with such access would reasonably be expected
to result in a conflict of interest between the Stockholder and the Company; provided, that (i) such exclusion shall be limited
to the portion of the Board or committee material or information, or meeting or action by written consent, that is the basis for
such exclusion and (ii) the Stockholder Designee shall be given reasonable prior written notice of such exclusion (or, if prior
notice is not practicable, notice as promptly as practicable thereafter).


 






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Section 2.05 Committees.
Subject to the Stockholder Designee’s satisfaction of any applicable standards or qualifications for service required by
Nasdaq or the SEC, for so long as any Stockholder Designee serves as a Director, such Stockholder Designee shall have the right
to be appointed to any committee of the Board (whether a standing committee or an ad hoc committee) that (i) has been charged
with evaluating or making recommendations to the Board regarding (a) strategic alternatives for the Company, (b) significant transactions
or significant capital expenditures, or (c) matters involving significant technology or research and development or similar matters
or (ii) has been delegated the full authority of the Board to act on any significant strategic matter. In addition to the foregoing,
the Board shall give due consideration to the Stockholder Designee in its evaluation of nominees for appointment to each other
committee of the Board.


 


Section 2.06 Indemnification.
The Company shall indemnify the Stockholder Designee and provide the Stockholder Designee with director and officer insurance
to the same extent as it indemnifies and provides such insurance to other non-executive members of the Board, pursuant to the
Certificate of Incorporation, the Delaware General Corporation Law (as amended, supplemented or restated from time to time) or
otherwise. The Company hereby acknowledges that the Stockholder Designee may have rights to indemnification and advancement of
expenses provided by the Stockholder or its Affiliates (directly or through insurance obtained by any such entity) (collectively,
the “Director Indemnitors”). The Company hereby agrees and acknowledges that (i) it is the indemnitor of first
resort with respect to the Stockholder Designee, (ii) it shall be required to advance the full amount of expenses incurred by
the Stockholder Designee, as required by law, the terms of the Certificate of Incorporation, an agreement, vote of stockholders
or disinterested directors, or otherwise, without regard to any rights the Stockholder Designee may have against the Director
Indemnitors and (iii) to the extent permitted by law, it irrevocably waives, relinquishes and releases the Director Indemnitors
from any and all claims against the Director Indemnitors for contribution, subrogation or any other recovery of any kind in respect
thereof. The Company further agrees that no advancement or payment by the Director Indemnitors on behalf of the Company with respect
to any claim for which the Stockholder Designee have sought indemnification from the Company shall affect the foregoing and the
Director Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all
of the rights of recovery of the Stockholder Designee against the Company. These rights shall be a contract right.


 


Article
III.

REPRESENTATIONS AND WARRANTIES OF THE Company


 


The Company hereby
represents and warrants to the Stockholder as of the date of this Agreement, as follows:


 


Section 3.01 Due
Authorization. The Company has the power and authority to execute, deliver and carry out the terms and provisions of this
Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed
and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against
the Company in accordance with its terms.


 


Section 3.02 No
Other Agreements. Except as provided in this Agreement or the Transaction Documents, the Company is not a party to any
agreements with any other Company Stockholders with respect to rights to nominate Directors or any other matters contemplated
hereby.



 






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Article
IV.

GENERAL PROVISIONS


 


Section 4.01 Effectiveness;
Termination. Notwithstanding anything to the contrary contained herein, but subject to the early termination of any provision
as a result of an amendment to this Agreement agreed to by the Parties as provided under Section 4.03, this Agreement shall
terminate at such time as the Stockholder no longer has the right to nominate a Stockholder Designee under Section 2.02;
provided, that Section 2.06 shall survive any termination of this Agreement.


 


Section 4.02 Notices.
All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage
prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party
as shall be specified in a notice given in accordance with this Section 4.03):


 


If to the Company prior to the consummation
of the Transaction:


 


	NewHold Investment Corp.
	
        c/o NewHold Enterprises, LLC

        52 Vanderbilt Avenue, Suite 2005

	New York, NY 10017
	Attention:	Charlie Baynes-Reid
	Email:	cbaynesreid@newholdllc.com


 


with a copy to (which shall not constitute
notice):


 


	Loeb & Loeb LLP
	345 Park Avenue, 19th Floor
	New York, NY 10154
	Attention:	Lloyd L. Rothenberg
	Email:	lrothenberg@loeb.com


 


If to the Company after the consummation of
the Transaction:


 


	Evolv Technologies, Inc. dba Evolv Technology, Inc. 
	200 West St.
	Waltham, MA 025451
	Attention:	Eric Pyenson
	Email:	epyenson@evolvtechnology.com


 


with a copy to (which shall not constitute
notice):


 


	Latham & Watkins LLP
	200 Clarendon Street
	Boston, MA 02116
	Attention:	
        Ryan J. Maierson

        Stephen W. Ranere

        Daniel Hoffman

	Email:	
        ryan.maierson@lw.com

        Stephen.Ranere@lw.com

        Daniel.Hoffman@lw.com



 






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If to the Stockholder,
to such address set forth on the Stockholder’s signature page or to such other address or addresses as the Stockholder may
from time to time designate in writing to the Company.


 


Any Party may change
its address for notice at any time and from time to time by written notice to the other Parties, and such change of address shall
become effective thirty (30) days after delivery of such notice as provided in this Section 4.02.


 


Section 4.03 Amendment;
Waiver.


 


(a) The
terms and provisions of this Agreement may be modified or amended only with the written approval of the Company and the Stockholder.


 


(b) Except
as expressly set forth in this Agreement, neither the failure nor delay on the part of any Party to exercise any right, remedy,
power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right,
remedy, power or privilege with respect to any other occurrence.


 


(c) No
Party shall be deemed to have waived any claim arising out of this Agreement, or any right, remedy, power or privilege under this
Agreement, unless the waiver of such claim, right, remedy, power or privilege is expressly set forth in a written instrument duly
executed and delivered on behalf of such Party, and any such waiver shall not be applicable or have any effect except in the specific
instance in which it is given.


 


(d) Any
Party may unilaterally waive any of its rights hereunder in a signed writing delivered to the Company.


 


Section 4.04 Further
Assurances. To the fullest extent permitted by Law, the Parties agree to sign such further documents, cause such meetings
to be held, resolutions passed and do and perform and cause to be done such further acts and things reasonably necessary in order
to give full effect to this Agreement and every provision hereof. To the fullest extent permitted by Law, the Company shall not
directly or indirectly take any action that is intended to, or would reasonably be expected to result in, the Stockholder being
deprived of the rights contemplated by this Agreement.


 


Section 4.05 Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement, other than Section 4.13.



 






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Section 4.06 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable
to contracts executed in and to be performed in that State, without regard to conflict of laws principles. All Actions arising
out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in the
Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery
of the State of Delaware, then any such legal Action may be brought in any federal court located in the State of Delaware or any
other Delaware state court. The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts
for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this
Agreement or the transactions contemplated hereby brought by any Party, and (b) agree not to commence any Action relating
thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce
any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the Parties further agrees,
to the fullest extent permitted by applicable Law, that notice as provided in this Agreement shall constitute sufficient service
of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably
and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action
arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally
subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt
or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice,
attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that
(i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii)
this Agreement, or the subject matter hereof, may not be enforced in or by such courts.


 


Section 4.07 Waiver
of Jury Trial. Each of the Parties hereby waives, to the fullest extent permitted by applicable Law, any right it may
have to a trial by jury with respect to any Action arising out of or relating to this Agreement or the transactions contemplated
hereby. Each of the Parties (a) certifies that no Representative, agent or attorney of any other Party has represented, expressly
or otherwise, that such other Party would not, in the event of any Action, seek to enforce that foregoing waiver and (b) acknowledges
that it and the other Party have been induced to enter into this Agreement and the Transactions, as applicable, by, among other
things, the mutual waivers and certifications in this Agreement.


 


Section 4.08 Specific
Performance. The Parties acknowledge and agree that irreparable damage would occur if any provision of this Agreement
were not performed in accordance with the terms hereof. Each Party agrees that, in the event of any breach or threatened breach
by any the other Party of any covenant or obligation contained in this Agreement, the Company or the Stockholder, as applicable,
shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the other Party or to enforce specifically
the performance of the terms and provisions hereof in the Court of Chancery of the State of Delaware or, if that court does not
have jurisdiction, any federal court located in the State of Delaware or any other Delaware state court without proof of actual
damages or otherwise, in addition to any other remedy to which they are entitled at Law or in equity as expressly permitted in
this Agreement. The Parties further agree to waive (a) any defense in any action for specific performance that a remedy at
Law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable
relief.



 






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Section 4.09 Entire
Agreement; Assignment. This Agreement and the Transaction Documents set forth the entire understanding of the Parties
with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the
Parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to
a merger, by operation of Law or otherwise) by any Party without the prior express written consent of the other Parties.


 


Section 4.10 Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in
a mutually acceptable manner in order that transactions contemplated hereby be consummated as originally contemplated to the fullest
extent possible.


 


Section 4.11 Headings.
The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any
way the meaning or interpretation of this Agreement.


 


Section 4.12 Counterparts.
This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or
more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.


 


Section 4.13 No
Recourse. This Agreement may only be enforced against, and any claim or cause of action that may be based upon, arise
out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, the transactions contemplated
hereby or the subject matter hereof may only be made against the Parties and no past, present or future Affiliate, director, officer,
employee, incorporator, member, manager, partner, shareholder, agent, attorney or representative of any Party or any past, present
or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative
of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities
of the Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby. Without limiting
the rights of any Party against the other Parties, in no event shall any Party or any of its Affiliates seek to enforce this Agreement
against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non–Recourse
Party.


 


[Signature Pages Follow.]



 






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IN WITNESS WHEREOF,
the Parties have executed this Agreement on the day and year first above written.


 


	 	COMPANY:
	 	 	 
	 	NEWHOLD INVESTMENT CORP.
	 	 	 
	 	By:	/s/ Kevin Charlton

	 	Name:	Kevin Charlton

	 	Title:	Chief Executive Officer

	 	 	 
	 	STOCKHOLDER:
	 	 	 
	 	MOTOROLA SOLUTIONS, INC.
	 	 	 
	 	By:	/s/ Michael Annes

	 	Name:	Michael Annes

	 	Title:	Senior Vice President

	 	 	 
	 	ADDRESS:
	 	 	 
	 	500 W. Monroe Street; 44th Floor

	 	Chicago, Illinois 60661


 


 


 


[Signature Page
to Stockholder Agreement]