Exhibit 10.9


 


THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY
OF THE SECURITIES DESCRIBED HEREIN.


 


THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement (this “Agreement”)
is entered into as of October 20, 2021 between NewHold Investment Corp. II, a Delaware corporation (the “Company”),
NewHold Industrial Technology Holdings LLC II, a Delaware limited liability company (the “Sponsor”) and the accounts
listed in Schedule B attached hereto acting by and through UBS O’Connor LLC, Kepos Capital LP, and Magnetar Financial LLC (each
a “Purchaser”).


 


RECITALS


 


WHEREAS, the Company was incorporated for the purpose
of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination
with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”)
for its initial public offering (“IPO”) of units (the “Public Units”), at a price of $10.00 per
Public Unit, each Public Unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class
A Common Stock”, and the shares of Class A Common Stock included in the Public Units, the “Public Shares”),
and one-half of one redeemable warrant, where each whole warrant is initially exercisable to purchase one share of Class A Common Stock
at an exercise price of $11.50 per share, subject to adjustment (the “Warrants”, and the Warrants included in the Public
Units, the “Public Warrants”);


 


WHEREAS, proceeds from the IPO and the sale of
the Private Placement Warrants (as defined below) in an aggregate amount equal to the aggregate gross proceeds from the IPO will be deposited
into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the
Registration Statement;


 


WHEREAS, following the closing of the IPO (the
“IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, in connection with the IPO, the Sponsor
and the Purchaser will purchase, in a private placement that will close simultaneously with the IPO Closing, warrants which are identical
to the Warrants (the “Private Placement Warrants”), for a purchase price of $1.00 per Private Placement Warrant;


 


 


WHEREAS, the parties wish to enter into this Agreement,
pursuant to which the Purchaser shall subscribe for and purchase (i) a portion of the total number of shares of Class B common stock,
par value $0.0001 per share, of the Company (“Class B Common Stock”) to be issued prior to the IPO, as set forth on Schedule
A hereto (“Founder Shares”) and (ii) Private Placement Warrants (together with the Founder Shares, the
“Subscribed Securities”). The Class A Common Stock and Class B Common Stock are collectively referred to herein as
the “Common Stock”; and


 


WHEREAS, the Company and the Sponsor have entered
into or intend to concurrently with this Agreement enter into agreements (collectively, the “Subscription Agreements”)
in the form of this Agreement with certain affiliates of the Purchaser (together with the Purchaser, the “Subscribing Parties”)
for the purchase of Founder Shares and Private Placement Warrants set forth therein.


 






     


     


    

 


WHEREAS, the Company, the Sponsor and the Subscribing
Parties intend for the purchase of Founder Shares and Private Placement Warrants as set forth herein to be made pursuant to Rule 506(c)
of Regulation D promulgated under the Securities Act.


 


 


NOW, THEREFORE, in consideration of the premises,
representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT





 


1. Sale and Purchase.


 


(a) Securities.


 


(i) Subject to the terms and conditions hereof, the
Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser,
the number of Subscribed Securities set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule
A hereto (the “Initial Purchase Price”). The Purchaser acknowledges that the Subscribed Securities, and any
securities of the Company that may be distributed to the Purchaser on account of the Subscribed Securities (collectively, the “Securities”),
will be subject to restrictions on transfer as set forth in this Agreement.


 


(ii) On the date hereof, (A) the Company shall
issue to the Purchaser the number of Founder Shares set forth on Schedule A hereto, in consideration for the Purchaser’s
payment of the portion of the Initial Purchase Price applicable to such Founder Shares, as set forth on Schedule A hereto,
by wire transfer of immediately available funds or other means approved by the Company, and (B) the Sponsor shall forfeit to the
Company for cancellation, for no consideration, and have no further right, title or interest in, an equal number of Founder Shares. If
the IPO Closing has not occurred by November 30, 2021, then the Company will promptly redeem the Purchaser’s Founder Shares issued
pursuant to this Section 1(a)(ii) for a cash payment equal to the Initial Purchase Price paid by the Purchaser in respect of such Founder
Shares, and this Agreement shall terminate and be of no further force or effect.


 


(iii) The Company shall notify the Purchaser in writing
of the anticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business
Days (as defined below) prior to the Effective Date, and the Purchaser shall remit the balance of the Initial Purchase Price to the Company’s
transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately available funds or other means approved
by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and the Purchaser
may agree upon in writing; provided, however, that if the actual number of Public Units offered and sold in the IPO is less
than $150 million, then (x) the Purchaser shall not be obligated to remit the balance of the Initial Purchase Price as set forth in this
Section 1(a)(iii) and (y) the Company shall promptly redeem the Purchaser’s Founder Shares issued pursuant to Section 1(a)(ii) for
a cash payment equal to the Initial Purchase Price paid by the Purchaser in respect of such Founder Shares and this Agreement shall terminate
and be of no further force or effect. As used herein, “Business Day” means any day, other than a Saturday or a Sunday,
that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close
in the City of New York, New York. If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date
on which the Purchaser remitted the balance of its Initial Purchase Price to the Company’s transfer agent, then, unless the Purchaser
otherwise agrees in writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser.


 


(iv) In the event that the underwriters’ over-allotment
option in connection with the IPO (the “Over-allotment Option”) is exercised, the Purchaser agrees to purchase additional
Private Placement Warrants as indicated on Schedule A at a price of $1.00 per warrant. The Company shall notify the Purchaser
in writing of the anticipated date of each closing of the exercise of the Over-allotment Option, if any (each, an “Over-allotment
Closing”) at least three (3) Business Days prior to such Over-allotment Closing, and the Purchaser shall pay the purchase price
for the Private Placement Warrants to be purchased in connection with such Over-allotment Closing by wire transfer of immediately available
funds or other means approved by the Company on that date that is one (1) Business Day prior to such Over-allotment Closing (to be held
in escrow pending such Over-allotment Closing), or such other date as the Company and the Purchaser may agree upon in writing. If the
Over-allotment Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted
the purchase price for the Private Placement Warrants to be purchased in connection with such Over-allotment Closing, then, unless the
Purchaser otherwise agrees in writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser.


 






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(v)  On the date of the IPO Closing, the Company
shall issue to the Purchaser the number of Private Placement Warrants set forth on Schedule A hereto. On the date of
each Over-allotment Closing, if any, the Company shall issue to Purchaser the number of Private Placement Warrants as set forth on Schedule
A.


 


(b)  Delivery of Securities.


 


(i) The Company shall register the Purchaser as the
owner of the Subscribed Securities with the Company’s transfer agent by book entry on or prior to the date of the IPO Closing (provided
that prior to the Company’s appointment of a transfer agent it shall register the Purchaser as the owner of such securities in the
Company’s stock ledger upon issuance thereof).


 


(ii) Each register and book entry for the Securities
shall contain a notation, and each certificate (if any) evidencing the Securities shall be stamped or otherwise imprinted with a legend,
in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT
BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.


 


THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER AND THE OTHER PARTIES
THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


(c) Legend Removal. Following the expiration
of the transfer restrictions set forth in Section 5(a), if the Securities are eligible to be sold without restriction
under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under the Securities Act pursuant
to a shelf registration statement, then at the Purchaser’s written request, the Company will use best efforts to cause the Company’s
transfer agent to remove the legend set forth in Section 1(b)(ii), subject to compliance by the Purchaser with the reasonable
and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s
transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together
with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent
to issue such Securities without any such legend.


 


(d)  Registration Rights. On the Effective
Date, the Company shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Sponsor,
the Subscribing Parties and certain other parties thereto, in substantially the form provided to the Purchaser prior to the date hereof.
The Registration Rights Agreement shall provide the Purchaser with registration rights with respect to the Subscribed Securities that
are no less favorable to the Purchaser than the registration rights of the Sponsor set forth therein.


 


 


2. Forfeiture. The Purchaser
agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business
Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares
or to enter into any other arrangements with respect to the Founder Shares (including, without limitation, a transfer of the Sponsor’s
membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination, including
voting in favor of any amendment to the terms of the Founder Shares (each, a “Change in Investment”), one-half of such Change
in Investment (on a percentage basis) shall apply to Purchaser with respect to a number of Founder Shares equal to (i) the number of Founder
Shares purchased pursuant to this Agreement, minus (ii) 30,000 (such number, the “Forfeitable Founder Shares”). By way of
example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares are forfeited or transferred by the
Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 25% of its Forfeitable Founder Shares on substantially
the same terms and conditions as the Sponsor. None of the terms and provisions in a Change in Investment shall apply to, adversely affect
or restrict the transfer of, the Founder Shares retained by the Purchaser pursuant to this Section 2. For the avoidance of doubt, the
Purchaser shall not be required to forfeit, transfer, exchange or amend the terms of any Private Placement Warrants in connection with
a Change in Investment.


 






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3. Representations and Warranties
of the Purchaser.  The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)  Organization and Power.  The
Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite
power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)  Authorization.  The Purchaser
has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute
the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application
affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies.


 


(c) Governmental Consents and Filings. 
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions
contemplated by this Agreement, except for filings pursuant to applicable securities laws, rules or regulations.


 


(d)  Compliance with Other Instruments. 
The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated
by this Agreement will not result in any violation or default (i) under any provisions of its organizational documents, (ii) under
any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or
mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it
is a party or by which it is bound or (v) under any provision of federal or state statute, rule or regulation applicable to
the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser’s ability to consummate
the transactions contemplated by this Agreement.


 


(e) Purchase Entirely for Own Account. 
This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s
execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired for investment
for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof
in violation of any state or federal securities laws, and that the Purchaser has no present intention of selling, granting any participation
in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser
does not presently have any contract, undertaking, agreement or arrangement with any Person (other than the Company) to sell, transfer
or grant participations to such Person or to any third Person, with respect to any of the Securities. For purposes of this Agreement,
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity or any government or any department or agency thereof.


 


(f) Disclosure of Information. 
The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions
of the offering of the Securities, as well as the terms of the Company’s proposed IPO, with the Company’s management.


 


(g) Restricted Securities.  The
Purchaser understands that the offer and sale of the Securities to the Purchaser has not been and will not be registered under the Securities
Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser
understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that,
pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state
authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company
has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement.  The Purchaser further
acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including,
but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company
which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser
acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands
that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the
Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities
hereunder.


 






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(h)  No Public Market.  The Purchaser
understands that no public market now exists for the Securities, and that the Company has not made any assurances that a public market
will ever exist for the Securities.


 


(i) High Degree of Risk.  The Purchaser
understands that the purchase of the Subscribed Securities involves a high degree of risk which could cause the Purchaser to lose all
or part of its investment.


 


(j)  Qualification.  The Purchaser
is (i) an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, or (ii) a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act).


 


(k)  No General Solicitation.  Neither
the Purchaser, nor any of its officers, directors, employees, or agents, has either directly or indirectly, including, through a broker
or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with
the offer and sale of the Securities.


 


(l) [Reserved].


 


(m)  Adequacy of Financing. The
Purchaser will, when such funds are due hereunder, have sufficient funds to satisfy its obligations under this Agreement.


 


(o)  No Other Representations and Warranties;
Non-Reliance.  Except for the specific representations and warranties contained in this Section 3 and in
any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any
of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other
express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any
such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 4 of
this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are
relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any
of the Company’s affiliates (collectively, the “Company Parties”) with respect to the transactions contemplated
hereby.


 


 


4. Representations, Warranties
and Covenants of the Company. The Company represents, warrants and covenants to the Purchaser as follows:


 


(a)  Organization and Corporate Power. 
The Company is incorporated and validly existing and in good standing as a corporation under the laws of Delaware and has all requisite
corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)  Capitalization. The authorized share
capital of the Company consists, as of the date hereof:


 


(i) 45,000,000 shares of Class A Common
Stock, none of which are issued and outstanding;


 


(ii)  6,000,000 shares of Class B
Common Stock, 5,031,250 of which are issued and outstanding and held by the Sponsor. All of the outstanding shares of Class B Common Stock
have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities
laws.


 


(iii) 1,000,000 shares of preferred stock,
none of which are issued and outstanding.


 






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(c) Authorization.  All corporate
action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into
this Agreement, and to issue the Subscribed Securities, has been taken on or prior to the date hereof. All action on the part of the stockholders,
directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of
the Company under this Agreement, and the issuance and delivery of the Subscribed Securities has been taken on or prior to the date hereof.
This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies.


 


(d) Valid Issuance of Securities.


 


(i) The Subscribed Securities, when issued,
sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully
paid, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof
and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities
laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in
this Agreement and subject to the filings described in Section 4(e) below, the Subscribed Securities will be
issued in compliance with all applicable federal and state securities laws, rules and regulations.


 


(ii) No “bad actor” disqualifying
event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable
to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event
as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with respect
to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the
first paragraph of Rule 506(d)(1).


 


(e) IPO.


 


(i) The Company has provided to the Purchaser,
and will at all times prior to the consummation of the IPO promptly provide to the Purchaser, copies of all correspondence sent by the
Company to, or received by the Company from, the SEC.


 


(ii) The offers and sales of securities
in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance with the Securities Act and the rules
and regulations promulgated thereunder and applicable state securities laws, rules and regulations.


 


 


(f) Governmental Consents and Filings. 
Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent, approval, order or authorization of,
or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required
on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings
pursuant to Regulation D of the Securities Act and applicable state securities laws, if any.


 


(g) Compliance with Other Instruments. 
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will
not result in any violation or default (i) under any provisions of the certificate of incorporation, bylaws or other governing documents
of the Company, (ii) under any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound,
(iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which the Company is a party or by which it is bound or (v) under any provision of federal or state
statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect
on the Company or its ability to consummate the transactions contemplated by this Agreement.


 






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(h) Operations. As of the date hereof,
the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational activities
and activities in connection with offerings of the Securities.


 


(i) Foreign Corrupt Practices. Neither
the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions
for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful
expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices
Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.


 


(j) Compliance with Anti-Money Laundering
Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited
to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money
laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(k) Absence of Litigation. There is no
action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers
or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.


 


(l) No General Solicitation.  Neither
the Company, nor any of its officers, managers, employees, agents or members has either directly or indirectly, including, through a broker
or finder (i) engaged in any general solicitation or (ii) published any advertisement in connection with the offer and sale
of the Subscribed Securities.


 


(m) Non-Public Information. The Company
represents and warrants that none of the information conveyed to the Purchaser in connection with the transactions contemplated by this
Agreement will constitute material non-public information of the Company upon the effectiveness of the Registration Statement.


 


(n) No Other Representations and Warranties;
Non-Reliance.  Except for the specific representations and warranties contained in this Section 4 and in
any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other
express or implied representation or warranty with respect to the Company or the offering of Securities hereunder, and the Company Parties
disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 3 of
this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are
relying upon any other representations or warranties that may have been made by the Purchaser Parties.


 






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5. Additional Agreements and Acknowledgements
of the Purchaser.


 


(a) Transfer Restrictions.  The
Purchaser agrees that it shall not Transfer (as defined below) (i) any Founder Shares until the earlier of (A) one year after the
closing of the Business Combination (the “Business Combination Closing”) or (B) the date following the Business
Combination Closing on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in
all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property (such period,
the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of Common Stock issuable upon exercise
of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent
to a Business Combination, the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits,
share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day
period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Founder Shares shall be released
from the lockup referenced in this Section 5(a). Notwithstanding the first sentence hereinabove, Transfers of the Securities
are permitted (i) to any other person or entity that holds Common Stock prior to the consummation of the IPO; (ii) to the Company’s
officers, directors or employees; (iii) in the case of an entity, as a distribution to its partners, stockholders or members upon
liquidation; (iv) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary
of which is a member of the individual’s immediate family, for estate planning purposes; (v) in the case of an individual,
by virtue of laws of descent and distribution upon death of the individual; (vi) in the case of an individual, pursuant to a qualified
domestic relations order; (vii) by pledges to secure obligations incurred in connection with purchases of the Company’s securities;
(viii) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than
the price at which the applicable Securities were originally purchased; (ix) in the event of the Company’s liquidation, bankruptcy
or dissolution prior to the completion of a Business Combination; (x) to the Purchaser’s affiliates, to any investment fund
or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate
of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons;
(xi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through
(x) above; and (xii) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing,
a “Permitted Transferee”); provided, however, that in the case of clauses (i) through (xi), these permitted transferees
must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the forfeiture provisions of Section 2 and
these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell,
contract or agreement to sell, hypothecation, 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 Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) 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
of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public
announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Section 5(a)
shall not prohibit the Purchaser from effecting a Short Sale (as defined below) with securities that do not constitute “Securities”
under this Agreement.


 


(b) Trust Account.


 


(i) The Purchaser hereby acknowledges that
it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser
hereby agrees that it 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, except for redemption and liquidation rights, if any, the Purchaser may
have in respect of any Public Shares held by it.


 


(ii) The Purchaser hereby agrees that it
shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies
in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the
future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the
event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation
rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 






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(c) No Short Sales. The Purchaser hereby
agrees that neither it, nor any person or entity acting on its behalf, will engage in any Short Sales with respect to securities of the
Company prior to the closing of the Business Combination. For purposes of this Section 5.1(c), “Short Sales” shall include,
without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and
all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements),
forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis).


 


(d) Use of Purchaser’s Name. Neither
the Company nor the Sponsor will, without the prior written consent of the Purchaser in each instance, use in advertising, publicity or
otherwise the name of the Purchaser or any of its affiliates, or any director, officer or employee of the Purchaser, nor any trade name,
trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Purchaser or its affiliates
or any information relating to the business or operations of the Purchaser or its affiliates (including, for the avoidance of doubt, any
investment vehicles, funds or accounts managed thereby). Notwithstanding the foregoing, the Company may disclose (i) Purchaser’s
name and information concerning the Purchaser (A) to the extent required by law, regulation or regulatory request, including in the
Registration Statement or (B) to the Company’s lawyers, independent accountants and to other advisors and service providers
who reasonably require Purchaser’s information in connection with the provision of services to the Company, are advised of the confidential
nature of such information and are obligated to keep such information confidential, and (ii) Purchaser’s name and the terms
of this Agreement to the other Subscribing Parties. The Company and the Sponsor agree to provide to the Purchaser for Purchaser’s
review any disclosure in any registration statement, proxy statement or other document in advance of the submission, filing or disclosure
of such document in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any of its affiliates,
and will not make any such submission, filing or disclosure without including any revisions reasonably requested in writing by the Purchaser
or to the extent the Purchaser has a good faith objection to such submission, filing or disclosure.

 


(e) Stock Exchange Listing. The Company
will use commercially reasonable efforts to effect and maintain the listing of the Class A Common Stock and Warrants on The Nasdaq Capital
Market (or another national securities exchange) until the third anniversary of the Business Combination Closing.


 


6. General Provisions.


 


(a) Notices.  All notices and other
communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of
actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile
(if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next
Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid,
specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to:
NewHold Investment Corp. II, 12141 Wickchester Lane, Suite 325, Houston,
TX 77029, Attention: Charlie Baynes-Reid, Email: cbaynesreid@newholdllc.com, with a copy to Loeb & Loeb LLP, 345 Park Ave, New York,
New York 10154, Attention: Giovanni Caruso, Email: gcaruso@loeb.com.


 


All communications to the Purchaser shall be sent
to the Purchaser’s address as set forth on the signature page hereto, or to such email address, facsimile number (if any) or
address as subsequently modified by written notice given in accordance with this Section 6(a).


 


(b) No Finder’s Fees.  Each
party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction.
The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature
of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability
or asserted liability) for which the Purchaser or any of its officers, employees or representatives are responsible. The Company agrees
to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or
broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its officers, employees or representatives is responsible.


 






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(c) Survival of Representations and Warranties. 
All of the representations and warranties contained herein shall survive the consummation of the transactions contemplated by this Agreement.


 


(d) Entire Agreement.  This Agreement,
together with any other documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter 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.


 


(e) Successors.  All of the terms,
agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and
are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments.  Except as otherwise
specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of the other party.


 


(g) Counterparts.  This Agreement
may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and
the same instrument.


 


(h) Headings.  The section headings
contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.


 


(i) Governing Law.  This Agreement,
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of laws principles. 


 


(j) Jurisdiction.  The parties hereby
irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the United States District Court
for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement,
(ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts
of New York or the United States District Court for the Southern District of New York, and (iii) waive, and agree not to assert,
by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding
is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject
matter hereof may not be enforced in or by such court.


 


(k) WAIVER OF JURY TRIAL.  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.


 


(l) Amendments.  This Agreement
may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and the Purchaser.


 


(m) Severability.  The provisions
of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability
of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance,
is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto
agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in
a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form,
such provision will then be enforceable and will be enforced.


 


(n) Expenses.  Each of the Company
and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this
Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial
advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent, stamp taxes and all of The
Depository Trust Company’s fees associated with the issuance of the Securities and the securities issuable upon conversion or exercise
of the Securities.


 






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(o) Construction.  The parties hereto
have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises,
this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring
or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local,
or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context
requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender,
and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words
“this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of
similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto
intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached
will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


(p) Waiver.  No waiver by any party
hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend
to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising
because of any prior or subsequent occurrence.


 


(q) Specific Performance.  Each
party hereto agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the other party
hereto in accordance with the terms hereof and that the such party shall be entitled to seek specific performance of the terms hereof,
in addition to any other remedy at law or equity.


 


(r) Confidentiality.  Except as
may be required by law, regulation or applicable stock exchange listing requirements (but subject in any case to the provisions of Section 5(d) hereof),
unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the
Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.  Notwithstanding
the foregoing, the Purchaser shall be permitted to disclose any information to its affiliates and its and their respective directors,
officers, employees, advisors, director or indirect owners, agents and representatives, in each case so long as such person or entity
has been advised of the confidentiality obligations hereunder; provided that the Purchaser shall be liable for any breach of such confidentiality
obligations by any such person or entity.


 


[Signature page follows]


 




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


 


	COMPANY:	 
	 	 
	NEWHOLD INVESTMENT CORP. II	 
	 	 
	/s/ Kevin Charlton	 
	Name:	 Kevin Charlton	 
	Title:  	Chief Executive Officer	 
	 	 
	SPONSOR:	 
	 	 
	NEWHOLD INDUSTRIAL TECHNOLOGY HOLDINGS LLC II	 
	 	 	 
	By:	/s/ Kevin Charlton         	 
	Name: 	Kevin Charlton	 
	Title:  	Chief Executive Officer	 


 


	PURCHASER:	 
	 	 
	
    The Accounts Listed in Schedule B attach hereto 

    acting by and through UBS O’Connor LLC, their investment manager/general partner/manager
 
	 
	 	 
	/s/ UBS O’Connor LLC 	 


 





	Purchaser’s Address for Notices:	 
	 	 
	PURCHASER:	 
	 	 
	The Accounts Listed in Schedule B attach hereto 	 
	acting by and through Kepos Capital LP, their investment manager/general partner/manager	 
	 	 
	/s/ Kepos Capital LP 	 
	 	 
	Purchaser’s Address for Notices:	 
	 	 
	PURCHASER:	 
	 	 
	The Accounts Listed in Schedule B attach hereto 	 
	acting by and through Magnetar Financial LLC, their investment manager/general partner/manager	 
	 	 
	/s/  Magnetar Financial LLC	 
	 	 
	Purchaser’s Address for Notices:	 


 



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Schedule A


 


	 	 	Number of
 Subscribed Securities	 	 	Initial Purchase Price	 
	Founder Shares*	 	 	180,000	 	 	$	894.41	 
	Private Placement Warrants**	 	 	687,468	 	 	$	687,468.00	 



 


	*	In the event that the Over-allotment Option is not exercised,
the Purchaser agrees to forfeit up to 12,506 Founder Shares, in proportion to the amount of the Over-allotment Option not exercised.



 


	**	In the event that the Over-allotment Option is exercised,
the Purchaser agrees to purchase up to an additional $62,532.00 of Private Placement Warrants at a price of $1.00 per warrant (or up
to 62,532 Private Placement Warrants), in the same proportion as the amount of the over-allotment option that is exercised.



 




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Schedule B


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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