Exhibit 10.16


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2021, is made and entered into by and
among Evolv Technologies Holdings, Inc., a Delaware corporation (“Evolv”), NewHold Investment Corp., a Delaware
corporation (the “Company”), NewHold Industrial Technology Holdings LLC, a Delaware limited liability company
(the “Sponsor”) and each of the other undersigned parties listed as Existing Holders on the signature pages
hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes
a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and, collectively,
the “Existing Holders”) and the undersigned parties listed as New Holders on the signature pages hereto (each
such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant
to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”).
Existing Holders, collectively with New Holders, are referred to herein as “Holders”. Capitalized terms used
but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, on July 30,
2020, the Company, the Sponsor and certain other parties thereto entered into that certain Registration Rights Agreement (the “Existing
Registration Rights Agreement”), pursuant to which the Company granted the Existing Holders certain registration rights
with respect to certain securities of the Company;


 


WHEREAS, the Company,
NHIC Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Evolv
Technologies, Inc., a Delaware corporation (“Legacy Evolv”) entered that certain agreement
and plan of merger, dated as of March 5, 2021, as amended by that certain First Amendment to Agreement and Plan of Merger dated June
5, 2021 (as so amended, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Evolv
(the “Merger”) with Legacy Evolv surviving the Merger as a wholly owned subsidiary of NHIC;


 


 


WHEREAS, in connection
with the closing of the transactions contemplated by the Merger Agreement and subject to the terms and conditions set forth therein,
the Existing Holders and New Holders were issued shares of common stock, par value $0.0001 per share, of the Company (“Common
Stock”), in each case, in such amounts and subject to such terms and conditions as set forth in the Merger Agreement;


 


WHEREAS, pursuant
to Section 5.5 of the Existing Registration Rights Agreement, any of the provisions, covenants and conditions set forth therein may be
amended or modified upon the written consent of the Company and the Holders of at least a majority of the Registrable Securities at the
time in question; and


 






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WHEREAS, the Company,
Sponsor and the other parties to the Existing Registration Rights Agreement desire to amend and restate the Existing Registration Rights
Agreement in order to provide the Existing Holders and the New Holders certain registration rights with respect to certain securities
of the Company, as set forth in this Agreement.


 


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 hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I


DEFINITIONS


 


1.1 Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings
set forth below:


 


“2021 Notes”
shall mean those certain Convertible Promissory Notes issued by Legacy Evolv to the certain note holders pursuant to that certain Convertible
Note Purchase Agreement, dated as of January 21, 2021.


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to
be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case
of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
(ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company
has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Anchor Investor
Private Placement Warrants” shall mean the 1,400,000 warrants (or up to 1,520,000 warrants pro rata to the extent that
the over-allotment option of the underwriters in connection with the Company’s initial public offering was exercised) agreed to
be purchased by the Anchor Investors pursuant to that certain Subscription Agreement dated July 8, 2020 by and among the Company, the
Sponsor and the Anchor Investors.


 


“Anchor Investors”
shall mean certain funds and accounts managed by Magnetar Financial LLC, UBS O’Connor LLC and Mint Tower Capital Management B.V..


 


“Anchor Investor
Subscription Agreements” shall have the meaning given the Recitals hereto. 


 


“Board”
shall mean the Board of Directors of the Company.


 






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“Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the Company. 


 


“Class B Common
Stock” shall mean the Company’s Class B common stock, par value $0.0001 per share.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding Holder”
shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Existing Holders”
shall have the meaning given in the Preamble.


 


“Form S-1”
shall have the meaning given in subsection 2.1.1.


 


“Form S-3”
shall have the meaning given in subsection 2.3.


 


“Founder Shares”
shall mean (i) the 4,312,500 shares of the Company’s Class B common stock initially purchased by the Sponsor, plus
(ii) the 920,000 shares of Class B Common Stock purchased from the Company in July 2020 by the Anchor Investors, less (iii) the
920,000 shares of Class B Common Stock forfeited by the Sponsor in July 2020. The term “Founder Shares” shall be deemed to
include the shares of Common Stock issuable upon conversion thereof.


  


“Founder Shares Lock-up Period”
shall mean, with respect to the Founder Shares, the period ending on 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.


 


“Holders”
shall have the meaning given in the Preamble.


 






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“Insider Letter”
shall mean that certain letter agreement, dated as of July 30, 2020, by and among the Company, the Sponsor, each of the Company’s
officers and directors and certain other parties thereto.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under
which they were made) not misleading.


 


“New Holder Lock-up
Period” shall mean, with respect to the shares of Common Stock issued to the New Holders at or in connection with Closing
((i) which constitute Per Share Merger Consideration or (ii) which are issued to directors, officers and employees of Evolv upon the
settlement or exercise of stock options or other equity awards outstanding as of immediately following the Closing in respect of awards
of Company equity interests outstanding as of immediately prior to the Closing and held by the New Holders or their Permitted Transferees,
the period ending one hundred eighty (180) days after the date hereof, in each case unless expressly excluded from any lock-up obligations pursuant to the
Parent Restated Bylaws).


 


“New Holders”
shall have the meaning given in the Preamble.


 


“Noteholders’
Consent” shall mean that certain Noteholders’ Consent dated June 21, 2021, by and among the holders of Company Convertible
Notes identified therein, Legacy Evolv and the Company regarding the 2021 Notes.


 


“Permitted Transferees”
shall mean (i) any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-up Period, the New Holder Lock-up Period or Private Placement Lock-up Period, as the case
may be, under the Insider Letter, the Anchor Investor Subscription Agreements, this Agreement, the Parent Restated Bylaws and any other applicable agreement between
such Holder and the Company, and to any transferee thereafter and (b) with respect to a New Holder, any of such New Holder’s Affiliates
or any fund or investment account managed by such New Holder or the same management company that manages such New Holder; provided, that
such transferee to which a transfer is being made pursuant to clause (a) or (b) above, if not a Holder, enters into a written agreement
with the Company agreeing to be bound to the restrictions set forth herein.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“Private Placement Lock-up Period”
shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or
their Permitted Transferees, and any of the Common Stock issued or issuable upon the exercise or conversion of the Private Placement
Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending
30 days after the completion of the Company’s initial Business Combination.


 






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“Private Placement
Warrants” shall mean the Anchor Investor Private Placement Warrants together with the Sponsor Private Placement Warrants. 


 


“Pro Rata”
shall have the meaning given in subsection 2.1.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the
Private Placement Warrants (including any shares of the Common Stock issued or issuable upon the exercise of any such Private Placement
Warrant), (c) any outstanding share of the Common Stock or any other equity security (including the shares of Common Stock issued
or issuable upon the exercise or conversion of any other equity security) of the Company held by a Holder as of the date of this Agreement
(including, for avoidance of doubt, all shares of Common Stock to be issued to the New Holders at the Effective Time pursuant to the
Merger Agreement), (d) Working Capital Warrants (including any shares of the Common Stock issued or issuable upon the exercise of
the Working Capital Warrants), and (e) any other equity security of the Company issued or issuable with respect to any of the securities
described in the foregoing clauses (a) – (d) by way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable
Security, such security shall cease to be a Registrable Security when: (A) a Registration Statement with respect to the sale of
such security shall have become effective under the Securities Act and such security shall have been sold, transferred, disposed of or
exchanged in accordance with such Registration Statement; (B) such security shall have been otherwise transferred, a new certificate
for such security not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of such security shall not require registration under the Securities Act; (C) such security shall have ceased to be outstanding;
(D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.


 






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“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and
any securities exchange on which the Common Stock is then listed;


 


(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection
with blue sky qualifications of Registrable Securities);


 


(C) printing, messenger,
telephone and delivery expenses;


 


(D) reasonable fees
and disbursements of counsel for the Company;


 


(E) reasonable fees
and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 


(F) reasonable fees
and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.


 


“Registration Statement”
shall mean any registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder (other than a Registration Statement on Form S-4 or Form S-8, or their successors), which registration
statement covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration
statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all
material incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.1. 


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 


“Sponsor Private
Placement Warrants” shall mean the 3,850,000 warrants (or up to 4,180,000 warrants pro rata to the extent that the over-allotment
option of the underwriters in connection with the Company’s initial public offering was exercised) agreed to be purchased by the
Sponsor at a price of $1.00 per warrant pursuant to that certain Private Placement Warrant Subscription Agreement dated July 30, 2020
by and between the Company and the Sponsor.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company
are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Working Capital
Warrants” shall mean any loan by the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers
and directors to the Company of funds as the Company may require, of which up to $100,000 of such loans may be convertible into warrants
at a price of $1.00 per warrant.


 






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ARTICLE II


REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1 Request for
Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time
to time on or after the date the Company consummates a Business Combination, either (i) the holders of a majority-in-interest of the
Registrable Securities held by the Existing Holders, their affiliates and transferees, or (ii) the holders of a majority-in-interest
of the Registrable Securities held by the New Holders, their affiliates and transferees (the “Demanding Holders”)
may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount
and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand
a “Demand Registration”). The Company shall, within ten (10) days of the Company’s
receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration
pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five
(5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification
from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration
pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days
immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by
the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated
to effect more than an aggregate of four (4) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with
respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for
such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”)
has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting
Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement. For the
avoidance of doubt, each of (a) the holders of a majority-in-interest of the Registrable Securities held by the Existing Holders, and
(b) the holders of a majority-in-interest of the Registrable Securities held by the New Holders, are each permitted to exercise two Demand
Registrations pursuant to this Section 2.1.1 with respect to their respective Registrable Securities.


 


2.1.2 Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to the Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental
agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until,
(i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding
Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify
the Company in writing, but in no event later than five (5) days, of such election; and provided, further,
that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has
been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated. 


 






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2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


  


2.1.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has
been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Company
who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering
without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of the Underwritten
Offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder
and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable
Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising
their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the
Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company
is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold
without exceeding the Maximum Number of Securities.


 






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2.1.5 Demand Registration
Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting
Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or
Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement
filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5. 


 


2.2 Piggyback Registration.


 


2.2.1 Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into, equity securities, for its own account or for the account of stockholders of the Company (or by
the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for
an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that
is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written
notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days
before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of
such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written
notice (such Registration a “Piggyback Registration”). The Company shall, in good faith,
cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant
to this subsection 2.2.1 to be included in such Piggyback Registration on the same terms and conditions as any similar
securities of the Company included in such Piggyback Registration and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities
through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 






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2.2.2 Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of the securities that the Company desires to sell, taken together with (i) the Common
Stock or other equity securities, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements
with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which
registration has been requested pursuant to Section 2.2 hereof, and (iii) the Common Stock or other equity
securities, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights
of other stockholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a) If the Registration
is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Common Stock or
other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata,
which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Common Stock, if any, as to which Registration has been requested
pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding
the Maximum Number of Securities;


 


(b) If the Registration
is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any
such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities, other
than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders
exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the
number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number
of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without
exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires to sell, which can
be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for the account of
other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons
or entities, which can be sold without exceeding the Maximum Number of Securities.


 






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2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for
any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its
intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for
withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3 Registrations
on Form S-3. Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the
resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available
at such time (“Form S-3”); provided, however, that the Company shall not be obligated
to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request
from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice
of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3
shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As
soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request
for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as
are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining
in such request as are specified in the written notification given by such Holder or Holders; provided, however,
that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a
Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any
other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such
other equity securities (if any) at any aggregate price to the public of less than $10,000,000.


 


2.4 Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand
Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts
to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the
good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result
that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to
such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously
detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer
the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more
than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner
more than once in any 12-month period.


 






    11


     


    

 


ARTICLE III


COMPANY PROCEDURES


 


3.1 General Procedures.
If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration
of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable
Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as
possible:


 


3.1.1 prepare and file
with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by
such Registration Statement have been sold;


 


3.1.2 prepare and file
with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus,
as may be requested by any Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the
Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with
the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3 prior to filing a
Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and
each Holder of Registrable Securities included in such Registration, and each such Holder’s legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits
thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary
Prospectus), and such other documents as the Underwriters and each Holder of Registrable Securities included in such Registration or
the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


3.1.4 prior to any public
offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as any Holder of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such
action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such
other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts
and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then
otherwise so subject;


 


3.1.5 cause all such Registrable
Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are
then listed;


 


3.1.6 provide a transfer
agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration
Statement;


 






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3.1.7 advise each seller
of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order
by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for
such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such
stop order should be issued;


 


3.1.8 at least five (5) days
prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus
or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each
seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment
letters received with respect to any such Registration Statement or Prospectus; 


 


3.1.9 notify the Holders
at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening
of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement,
and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10 permit a representative
of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney
or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of
the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested
by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name
of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any
amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such
Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter
and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments
the Company shall include unless contrary to applicable law;


 


3.1.11 obtain a “cold
comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration
which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the
participating Holders;


 


3.1.12 on the date the
Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing
the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters,
if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders,
placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance
letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13 in the event of
any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with
the managing Underwriter of such offering;


 


3.1.14 make available to
its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);


 






    13


     


    

 


3.1.15 if the Registration
involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to
make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably
requested by the Underwriter in any Underwritten Offering; and


 


3.1.16 otherwise, in good
faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such
Registration.


 


3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3 Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the
Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be
reasonably required under the terms of such underwriting arrangements. 


 


3.4 Suspension of
Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a
Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a
supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and
file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company
that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by
the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders
agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration
in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration
of any period during which it exercised its rights under this Section 3.4. and, upon the expiration of any such period,
the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.


 


3.5 Reporting Obligations.
As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required
to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall
take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to
sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission),
including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 






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ARTICLE IV


INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The Company agrees
to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls
such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’
fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers
and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided
in the foregoing with respect to the indemnification of the Holder.


 


4.1.2 In connection with
any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in
writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement
or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person
who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including
without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein;  The Holders
of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company. For
the avoidance of doubt, the obligation to indemnify under this Section 4.01(b) shall be several, not joint and several, among the Holders
of Registrable Securities, and the total indemnification liability of a Holder under this Section 4.01(b) shall be in proportion to and
limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.


 


4.1.3 Any person entitled
to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder
to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying
party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot
be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such
settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 






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4.1.4 The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities.


 


4.1.5 If the indemnification
provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,
that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received
by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other
liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above,
any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The
parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were
determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred
to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not
guilty of such fraudulent misrepresentation. 


 


ARTICLE V


MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, facsimile or electronic mail. Each
notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,
sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case
of notices delivered by courier service, hand delivery, facsimile or electronic mail, at such time as it is delivered to the addressee
(with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation.
Any notice or communication under this Agreement must be addressed, if to the Company, to: 950 McCarty Street, Building A, Houston, TX
77029, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records.
Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such
change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment; No
Third Party Beneficiaries.


 


5.2.1 This Agreement and
the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.


 






    16


     


    

 


5.2.2 Prior to the expiration
of the Founder Shares Lock-up Period, New Holder Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder
may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection
with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become
bound by the transfer restrictions set forth in this Agreement, the Insider Letter, the Anchor Investor Subscription Agreements and other
applicable agreements (but only to the extent such Holder is a party thereto). Notwithstanding the foregoing, nothing in this Agreement
shall restrict the rights of the New Holders to take any actions in respect of any shares of Common Stock issuable in exchange for the
commons stock of Legacy Evolv issued in connection with the conversion of the 2021 Notes.


 


5.2.3 This Agreement and
the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted
assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4 This Agreement shall
not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.


 


5.2.5 No assignment by
any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless
and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.


 


5.3 Counterparts;
Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same instrument.  The words “execution,” signed,”
 “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this
Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without
limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation,
DocuSign and AdobeSign).  The use of electronic signatures and electronic records (including, without limitation, any contract or
other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity
and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions
Act or the Uniform Commercial Code.


 


5.4 Governing Law;
Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE
THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG
NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH
JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK
COUNTY IN THE STATE OF NEW YORK. 


 






    17


     


    

 


5.5 Amendments and
Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares
of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the
consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or
delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any
rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party
shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6 Other Registration
Rights. Other than registration rights granted under the Subscription Agreements (as defined in the Merger Agreement) or the registration
rights of certain New Holders in respect of certain Company Convertible Notes (as defined in the Merger Agreement) granted under the
Noteholders’ Consent, the Company represents and warrants that no person, other than a Holder of Registrable Securities, has any
right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration
filed by the Company for the sale of securities for its own account or for the account of any other person. Further, other than registration
rights granted under the Subscription Agreements (as defined in the Merger Agreement) or the registration rights of certain New Holders
in respect of certain Company Convertible Notes (as defined in the Merger Agreement) granted under the Noteholders’ Consent, the
Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms
and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement
shall prevail.


 


5.7 Term. This
Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of
which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable
period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities
under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner
of sale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and
Article IV shall survive any termination.


 


[Signature Pages Follow]


 






    18


     


    

 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	NEWHOLD
    INVESTMENT CORP.
	 	 
	 	By:	 
	 	Name: 	Kevin
    Charlton
	 	Title:	Chief
    Executive Officer
	 	 
	 	EVOLV:
	 	 
	 	EVOLV
    TECHNOLOGIES HOLDINGS, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	SPONSOR:
	 	 
	 	NEWHOLD
                                            INDUSTRIAL TECHNOLOGY HOLDINGS LLC

	 	 
	 	By:
    NewHold Enterprises LLC, its Manager
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


	 	 
	 	HOLDERS:
	 	 
	 	The
    accounts listed on Schedule A attached hereto, acting by and through MAGNETAR FINANCIAL LLC, their investment manager/general partner/manager




 


	 	By:	 
	 	Name:
	 	Title:




 


	 	The
    accounts listed on Schedule A attached hereto, acting by and through 

MINT TOWER CAPITAL MANAGEMENT B.V.




 


	 	By:	 
	 	Name:
	 	Title:




	 	 
	 	The
    accounts listed on Schedule A attached hereto, acting by and through UBS O’CONNOR LLC




 


	 	By:	 
	 	Name:
	 	Title:




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    





 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	 
	 	Thomas J. Sullivan
	 	 
	 	 
	 	Kathleen Harris
	 	 
	 	 
	 	Neil Glat
	 	 
	 	 
	 	Brian Mathis
	 	 
	 	 
	 	Marc Saiontz
	 	 
	 	 
	 	Suzy Taherian
	 	 
	 	 
	 	Nick Petruska
	 	 
	 	 
	 	Charles Goldman
	 	 
	 	 
	 	Kevin Charlton
	 	 
	 	 
	 	John Charles Baynes-Reid
	 	 
	 	 
	 	Adam Deutsch
	 	 
	 	 
	 	Susan Quinn



 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	MOTOROLA SOLUTIONS, INC.
	 	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 



 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


		HOLDERS:
	 	 	 
	 	FINBACK EVOLV II, LLC
	 	 	 
	 	By:	EIG Evolv, LLC
	 	 	its Manager
	 	 	 
	 	By:	 






		Name:	George B. Huber
	 	Title:	Manager



 





[Signature Page
to Amended and Restated Registration Rights Agreement]

 






     


     


    

  


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	GENERAL CATALYST GROUP V, L.P.
	 	 	 
	 	By:	General Catalyst Partners V, L.P.
	 	Its:	General Partner
	 	 	 
	 	By:	General Catalyst GP V, LLC
	 	Its:	General Partner



 


		By:	 
	 	Name:	Christopher McCain
	 	Title:	Chief Legal Officer



 


		GC ENTREPRENEURS FUND V, L.P.
	 	 	 
	 	By:	General Catalyst Partners V, L.P.
	 	Its:	General Partner
	 	 	 
	 	By:	General Catalyst GP V, LLC
	 	Its:	General Partner



 





		By:	 
	 	Name:	Christopher McCain
	 	Title:	Chief Legal Officer


 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


		HOLDERS:
	 	 	 
	 	GATES FRONTIER, LLC
	 	 	 
	 	By:	 
	 	Name:	Alan Heuberger
	 	Title:	Authorized Representative



 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


		HOLDERS:
	 	 	 
	 	LUX VENTURES III SPECIAL FOUNDERS FUND, L.P.
	 	 	 
	 	By:	Lux Venture Partners III, LLC, its General Partner
	 	 	 
	 	By:	 
	 	Name:	Peter Hebert
	 	Title:	Managing Member



 


		LUX VENTURES CAYMAN III, L.P.
	 	 	 
	 	By:	Lux Venture Partners Cayman III, L.P., its General
                                            Partner
	 	By:	Lux Venture Cayman III General Partners Limited,
                                            its General Partner



 


		By:	 
	 	Name:	   Peter Hebert
	 	Title:	   Managing Member



 


		LUX CO-INVEST OPPORTUNITIES, L.P.
	 	 	 
	 	By:	Lux Co-Invest Partners, LLC, its General Partner
	 	 	 
	 	By:	 
	 	Name:	   Peter Hebert
	 	Title:	   Managing Member
	 	 	 
	 	LUX VENTURES III, L.P.
	 	 	 
	 	By:	Lux Venture Partners III, LLC, its General Partner
	 	 	 
	 	By:	 
	 	Name:	   Peter Hebert
	 	Title:	   Managing Member



 





[Signature Page
to Amended and Restated Registration Rights Agreement]

 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


		HOLDERS:
	 	 	 
	 	DATA COLLECTIVE IV, L.P.
	 	On behalf of itself and as nominee for certain affiliated entities
	 	 	 
	 	By:	Data Collective IV GP, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	 
	 	Name:	  Zachary Bogue
	 	Title:	  Managing Member



 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


		HOLDERS:
	 	 	 
	 	SINEWAVE VENTURES FUND I, L.P.
	 	 	 
	 	By:	 
	 	Name:	  Yanev Suissa
	 	Title:	  Managing Partner



 





	 	SINEWAVE VENTURES DIRECT 5, L.P.
	 	 	 
	 	By:	 
	 	Name:	  Yanev Suissa
	 	Title:	  Managing Partner


 





	 	SINEWAVE VENTURES DIRECT 5A, L.P.
	 	 	 
	 	By:	 
	 	Name:	  Yanev Suissa
	 	Title:	  Managing Partner


 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above. 


 


		HOLDERS:
	 	 	 
	 	OSAGE UNIVERSITY PARTNERS I, LP
	 	 	 
	 	By:	Osage University GP, LLC, its General Partner
	 	 	 
	 	By:	 
	 	Name:	  Marc Singer
	 	Title:	  Member



 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

  


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


		HOLDERS:
	 	 	 
	 	JAWS EQUITY OWNERS 53, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 





		HOLDERS:
	 	 	 
	 	FAMILY FISCHER INVESTMENTS, L.P.
	 	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 


 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 





		HOLDERS:
	 	 	 
	 	NOVEL TMT VENTURES LIMITED
	 	 	 
	 	By:	       
	 	Name:	 
	 	Title:	 


 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 






     


     


    

 



IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	BFF INVESTMENTS LIMITED
	 	 
	 	By:	                                    
	 	Name:
	 	Title:




 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	STONEHAVEN VENTURES LIMITED
	 	 
	 	By:	                     
	 	Name:
	 	Title:




 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	LIONHILL VENTURES LIMITED
	 	 
	 	By:	                           
	 	Name:
	 	Title:




 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	CREATIVE DEVELOPMENT ASSOCIATES
    LLP
	 	 
	 	By:	                                 
	 	Name:
	 	Title:




 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above. 


	 	 
	 	HOLDERS:
	 	 
	 	CF EVO INVESTMENTS, LLC
	 	 
	 	By:	                                
	 	Name:
	 	Title:




 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	GRANDWIN ENTERPRISES LIMITED
	 	 
	 	By:	                           
	 	Name:
	 	Title:




 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	SINGAPORE INNOVATE PTE LTD
	 	 
	 	By:	                              
	 	Name:
	 	Title:




 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






     


     


    

 



IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above. 


 


	 	HOLDERS:
	 	 
	 	STANLEY BLACK & DECKER, INC.
	 	 
	 	By:	          
	 	Name:
	 	Title:




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above. 


	 	 
	 	HOLDERS:
	 	 
	 	METAMATERIALS IP COMPANY LLC
	 	 
	 	By:	                        
	 	Name:
	 	Title:




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above. 


 


	 	HOLDERS:
	 	 
	 	 
	 	Patrick Ennis
	 	 
	 	 
	 	Guy Lipworth
	 	 
	 	 
	 	Jeffrey Porter
	 	 
	 	 
	 	Constantinos G. Zioze
	 	 
	 	 
	 	Joseph D. Lipchitz and Jillian L.
    Erdos
	 	 
	 	 
	 	E VENTURES TRUST DATED SEPTEMBER
    12, 2019
	 	 
	 	By:	 
	 	Name: 	 Michael Ellenbogen
	 	Title: 	 Trustee
	 	 
	 	Michael Ellenbogen
	 	 
	 	MARY ELLEN NEYLON REVOCABLE TRUST
    OF 2006
	 	 
	 	By:	 
	 	Name: 	 Mary Ellen Neylon
	 	Title: 	 Trustee
	 	 
	 	CHARLES T. O’NEILL REVOCABLE
    TRUST OF 2006
	 	 
	 	By:	 
	 	Name:	 Charles T. O’Neill
	 	Title:	 Trustee




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above. 


 


	 	HOLDERS:
	 	 
	 	 
	 	John Pistole
	 	 
	 	 
	 	Ronald Kravit
	 	 
	 	 
	 	Tom Driscoll
	 	 
	 	 
	 	David Smith
	 	 
	 	 
	 	David Brady
	 	 
	 	 
	 	Matt Reynolds
	 	 
	 	 
	 	Jack Hunt
	 	 
	 	Nathan Landy
	 	 
	 	 
	 	Alex Mrozack
	 	 
	 	 
	 	Guy Lipworth
	 	 
	 	 
	 	Michael Litchfield




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above. 


 


	 	HOLDERS:
	 	 
	 	 
	 	Anil Chitkara
	 	 
	 	 
	 	Eben Frankenberg
	 	 
	 	 
	 	Todd McIntyre
	 	 
	 	 
	 	Casey Tegreene
	 	 
	 	 
	 	Peter Conway
	 	 
	 	 
	 	Scott Macintosh




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






     


     


    

 


SCHEDULE A


 


Accounts


 


[See attached]


  






     


     


    

 


EXHIBIT A


 


Founder Share
Transfers


 


	Name	Number
    of Founder Shares Held Post-

    Transfer
	Thomas
    J. Sullivan	50,000
	Kathleen
    Harris	40,000
	Neil
    Glat	35,000
	Brian
    Mathis	35,000
	Marc
    Saiontz	32,500
	Suzy
    Taherian	32,500
	Nick
    Petruska	200,000
	Charles
    Goldman	135,000
	Kevin
    Charlton	135,000
	Charlie
    Baynes-Reid	100,000
	Adam
    Deutsch	67,500
	Susan
    Quinn	5,000
	TOTAL:
    	867,500