Exhibit 10.2


  


March 5, 2021


 


NewHold Investment Corp.


950 McCarty Street, Building A


Houston, TX 77029


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This amended and restated letter (this
“Letter Agreement”) is being delivered to you (i) in accordance with the Underwriting Agreement (the
“Underwriting Agreement”), dated as of July 30, 2020, entered into by and among NewHold Investment Corp.,
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 17,250,000 of the Company’s units (including 2,250,000 units that were purchased to cover over-allotments)
(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 and (ii) in connection with that
certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, its wholly-owned subsidiary NHIC Sub
Inc., a Delaware corporation (“Merger Sub”) and Evolv Technologies, Inc., dba Evolv Technology,
Inc., a Delaware corporation (“Evolv”), pursuant to which, among other things, Merger Sub will
merger with and into Evolv, the separate corporate existence of Merger Sub would cease to exist and Evolv would continue as the
surviving corporation and become a wholly-owned subsidiary of the Company (the “Merger”). 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 were sold in a Public Offering pursuant to a registration statement
on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange
Commission (the “Commission”) and the Units were listed on The Nasdaq Capital Market. Certain capitalized
terms used herein are defined in paragraph 12 hereof.


 


In connection with the Public Offering
and the Merger, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of
NewHold Industrial Technology Holdings LLC (the “Sponsor”) and the undersigned individuals, each of whom
is a member of the Company’s board of directors and/or management team, or a holder of the Company’s Founder Shares
(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 Capital 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 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 or to fund the Company’s
working capital requirements (as described in the Prospectus) (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 each case 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 the Company’s obligation to redeem 100% of the Offering Shares if
the Company does not complete a Business Combination by the date set forth in the Charter or (ii) the other provisions relating
to stockholders’ rights or pre-initial Business Combination activities, unless the Company provides 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 or to fund the Company’s working capital requirements (as described
in the Prospectus), divided by the number of then outstanding Offering Shares.


 


The Sponsor and each
Insider acknowledges that, with respect to the Founder Shares held by it, him or her, it, he or she has no right, title, interest
or claim of any kind in or to any monies held in the Trust Account as a result of any liquidation of the Company (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). The Sponsor and each Insider hereby further waives, with respect to any shares of Capital Stock held by it, him or her,
if any, 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 (i) modify the substance or timing of the Company’s obligation to redeem 100%
of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter
or in the context of a tender offer made by the Company to purchase shares of Capital Stock or (ii) with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination activity.


 


3. During the period
commencing on the effective 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, any Units, shares
of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common
Stock owned by it, him or her, (ii) 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 Common Stock, Founder
Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him
or her, (iii) 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 Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable,
or exchangeable for, shares of Common 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 (iv) publicly announce any intention to effect any transaction specified in clause
(i), (ii) or (iii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release
or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release
or waiver by press release through a major news service at least two Business Days before the effective date of the release or
waiver. Any release or waiver granted shall only be effective two Business Days after the publication date of such press release.
The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration
and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for
the duration that such terms remain in effect at the time of the transfer.


 



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4. In the event of
the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the
time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products
sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent,
confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided,
however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that
such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00
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 $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the
trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) shall not apply to any claims
by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or
not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to
defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written
receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 


5. Intentionally Omitted.


 


6. (a) The Sponsor
and the Insiders (other than Marc Saiontz, Neit Glat, Nick Petruska and Susan Quinn), hereby agree not to participate in the formation
of, or become an officer or director of, any special purpose acquisition company with a class of securities registered under the
Exchange Act, other than the Company, until the Company has entered into a definitive agreement regarding an initial Business Combination
or the Company has failed to complete an initial Business Combination within 24 months after the closing of the Public Offering,
as such period may be extended by Company stockholder approval. Marc Saiontz and Neit Glat hereby agree not to participate in the
formation of, or become an officer or director of, any industrial-focused special purpose acquisition company with a class of securities
registered under the Exchange Act, other than the Company, until the Company has entered into a definitive agreement regarding
an initial Business Combination or the Company has failed to complete an initial Business Combination within 24 months after the
closing of the Public Offering, as such period may be extended by Company stockholder approval.


 


(b) 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 the Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 6(a), 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.


 



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7.


(a)


 


(i) The Sponsor
and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion
thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent
to the Company’s initial Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y)
the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization 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”).


 


(ii) In addition,
the following provisions shall apply with respect to the Founders Shares:


 


(A)       1,897,500
shares of the Company’s Class B common stock shall vest and no longer be subject to forfeiture at the closing of a Business
Combination;


 


(B)       if
within 5-years after the signing date of the Business Combination the last reported sale price of the Common Stock equals or exceeds
$12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period, then 948,750 shares of the Company’s Class B common stock shall vest and no longer
be subject to forfeiture;


 


(C)       if
within 5-years after the signing date of the Business Combination the last reported sale price of the Common Stock equals or exceeds
$15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period, then 948,750 shares of the Company’s Class B common stock) shall vest and no longer
be subject to forfeiture;


 


(D)       if
the conditions specified in clause (B) and/or (C) above are not satisfied, then the number of shares specified in clause (B) and/or
(C), as the case may be, shall be forfeited and no longer issued and outstanding; and


 


(E)       if,
within 5-years after the signing date of a Business Combination, there is a Change of Control (as hereinafter defined), then immediately
prior to the consummation of such Change of Control, then all of the Founder Shares referred to in clauses (B) and (C) above shall
vest, no longer be subject to forfeiture and shall be eligible to participate in such Change of Control. “Change of Control”
means any transaction or series of transactions the result of which is: (a) the acquisition by any Person or group (as defined
under Section 13 of the Exchange Act) of Persons of direct or indirect beneficial ownership of securities representing 50% or more
of the combined voting power of the then outstanding securities of Parent; (b) a merger, consolidation, business combination, recapitalization,
reorganization, or other similar transaction, however effected, resulting in any Person or group (as defined under Section 13 of
the Exchange Act) acquiring 50% or more of the combined voting power of the then outstanding securities of Company or the surviving
or successor entity immediately after such combination; (c) a sale of all or substantially all of the assets of Company and its
Subsidiaries (as hereinafter defined), taken as a whole; provided, however, that any securities of Parent issued
in a bona fide financing transaction or series of bona fide financing transactions shall be excluded from the definition of “Change
of Control”. “Subsidiaries” means, with respect to any Person, any other Person of which at least a majority
of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors
or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of
its Subsidiaries.


 



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(b) The Sponsor and
each Insider agrees that, to the extent it, he or she holds Private Placement Warrants, it, he or she shall not Transfer any Private
Placement Warrants (or shares of Common Stock underlying such Private Placement Warrants), until 30 days after the Company’s
completion of its initial Business Combination (the “Private Placement Warrants 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, the Private Placement Warrants and the shares
of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and
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, any affiliate of the Sponsor or any member of the Sponsor; (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 such individual; (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 the Company’s initial Business Combination
at prices no greater than the price at which the Founder Shares, shares of Common Stock or Private Placement Warrants were originally
purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (g)
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor; provided, however, that in the case of clauses (a) through (e) or (g), any such permitted transferees must enter into
a written agreement with the Company agreeing to be bound by the transfer restrictions in this paragraph 7(c) and the other restrictions
contained in this Letter Agreement.


 


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, nor any affiliate of the Sponsor or any officer, nor any director 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), other than the following,
none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination:
repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to an affiliate of
the Sponsor for certain office space, utilities and secretarial and administrative support as may be reasonably required by the
Company for a total of $15,000 per month; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating
and consummating an initial Business Combination; and repayment of loans, if any, and on such terms as to be determined by the
Company from time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors
to finance transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not
consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the
Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $100,000
of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would
be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 



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11. 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 or director of the Company and hereby consents to being named in the Prospectus as an officer
or director of the Company.


 


12. As used herein,
(i) “Anchor Investors” shall mean certain funds and accounts managed by Magnetar Financial LLC, UBS O’Connor
LLC and Mint Tower Capital Management B.V., that have expressed to the Company an interest to purchase a portion of an aggregate
of $40,000,000 of Units in the Public Offering; (ii) “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; (iii) “Business Day” means each day that is not a Saturday, Sunday or other day on
which banking institutions in The City of New York, New York, are authorized or required by law to close; (iv) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (v) “Founder Shares”
shall mean the 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (up to 562,500 Shares
of which are subject to complete or partial forfeiture by the Sponsor and the Anchor Investors, collectively, if the over-allotment
option is not exercised by the Underwriters) outstanding immediately prior to the consummation of the Public Offering; (vi) “Initial
Stockholders” shall mean the Sponsor, the Anchor Investors and any Insider that holds Founder Shares prior to the
consummation of the Public Offering; (vii) “Private Placement Warrants” shall the Warrants to purchase
up to 5,250,000 shares of Common Stock (or 5,700,000 shares of Common Stock if the over-allotment option is exercised in full by
the Underwriters) that the Sponsor and the Anchor Investors have agreed to purchase for an aggregate purchase price of $5,250,000
(or $5,700,000 if the over-allotment option is exercised in full by the Underwriters), or $1.00 per Warrant, in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (viii) “Public Stockholders”
shall mean the holders of the Offering Shares; (ix) “Trust Account” shall mean the trust fund into which
a portion of the net proceeds of the Public Offering and the sale of Private Placement Warrants 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).


 



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13. The Company will
maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director
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.


 


14. 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.


 


15. 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.


 


16. 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.


 


17. 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.


 


18. 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.


 


19. 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.


 


20. 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.


 


21. 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 by August 31, 2020;
provided further that paragraph 4 of this Letter Agreement shall survive such liquidation. Notwithstanding the foregoing, the provisions
of paragraph 7(a) (ii) of this Letter Agreement shall survive for a period of 5 years after the signing date of the Business Combination.


 


[Signature Page Follows]


 




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	 	Sincerely,  
	 	 	 	 
	 	NEWHOLD INDUSTRIAL TECHNOLOGY HOLDINGS LLC
	 	 	 	 
	 	By:	/s/ Kevin Charlton

	 	 	Name:	Kevin Charlton
	 	 	Title:  	Manager
	 	 	 	 
	 	By:	/s/ Marc Saiontz

	 	 	Name:	Marc Saiontz
	 	 	Title:  	Manager
	 	 	 	 
	 	By:	/s/ Charles Goldman

	 	 	Name: 	Charles Goldman
	 	 	Title:	Manager
	 	 	 	 
	 	 	/s/ Kevin Charlton

	 	 	Kevin Charlton
	 	 	 
	 	 	/s/ Thomas J. Sullivan

	 	 	Thomas J. Sullivan
	 	 	 
	 	 	/s/ Charles Goldman

	 	 	Charles Goldman
	 	 	 
	 	 	/s/ John Charles Baynes-Reid

	 	 	John Charles Baynes-Reid
	 	 	 
	 	 	/s/ Adam Deutsch

	 	 	Adam Deutsch
	 	 	 
	 	 	/s/ Marc Saiontz

	 	 	Marc Saiontz
	 	 	 
	 	 	/s/ Kathleen Harris

	 	 	Kathleen Harris 
	 	 	 
	 	 	/s/ Brian Mathis

	 	 	Brian Mathis
	 	 	 
	 	 	/s/ Neil Glat

	 	 	Neil Glat 
	 	 	 
	 	 	/s/ Sezaneh Taharian

	 	 	Sezaneh Taharian
	 	 	 
	 	 	/s/ Nicholas Petruska

	 	 	Nicholas Petruska
	 	 	 
	 	 	/s/ Susan Quinn

	 	 	Susan Quinn
	 	 	 
	 	Acknowledged and Agreed:
	 	 	 	 
	 	NEWHOLD INVESTMENT CORP.
	 	 
	 	By:	/s/ Kevin Charlton

	 	 	Name:	Kevin Charlton
	 	 	Title:  	Chief Executive Officer



 


[Signature page to Amended and Restated
Insider Letter]


 




     


     


    

     


	 	Acknowledged and Agreed:
	 	 	 
	 	EVOLV TECHNOLOGIES, INC.
	 	 	
         

	 	By:	/s/ Peter George

	 	 	Name: 	 Peter George
	 	 	Title:  	Chief Executive Officer


 


[Signature page to
Amended and Restated Insider Letter]