Exhibit 10.5


 


NEWHOLD INVESTMENT CORP. II





12141 Wickchester Lane





Suite 325





Houston, TX 77079


 


October 20, 2021


 


NewHold Enterprises (Management) LLC

52 Vanderbilt Avenue, Suite 2005





New York, New York 10017


 


Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between NewHold Investment Corp. II, a Delaware corporation (the “Company”) and NewHold Enterprises (Management) LLC,
a Delaware limited liability company (“NEM”) will confirm our agreement that, commencing on the date the securities
of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement
on Form S-1 (Registration No. 333-254667) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined
in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier
date hereinafter referred to as the “Termination Date”):


 


(i)       NEM
shall make available, or cause to be made available, to the Company, at 52 Vanderbilt Avenue, Suite 2005, New York, NY 10017 (or any successor
location of NEM), certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company.
In exchange therefor, the Company shall pay NEM the sum of $25,000 per month on the Listing Date and continuing monthly thereafter until
the Termination Date; and


 


(ii)       NEM
hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of,
this letter agreement in or to, and any and all right to seek payment of any amounts due to it (each, a “Claim”) out
of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds
of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives
any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies
or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against
the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement 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.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party. 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 constitutes
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 law principles.


 


[Signature Page Follows]




 


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	NEWHOLD INVESTMENT CORP. II  
	 	 	 
	 	By:	/s/ Kevin Charlton
	 	 	Name:  	Kevin Charlton
	 	 	Title: 	Chief Executive Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	NEWHOLD ENTERPRISES (MANAGEMENT) LLC  
	 	 
	By:	/s/ Charles Goldman        	 
	Name: 	Charles Goldman	 
	Title:	Co-Chairman	 


 


[Signature Page to Administrative Support Agreement]