Exhibit
10.6


 


PRIVATE
PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including
all exhibits referenced herein, this “Agreement”), is entered into by and between NewHold Investment Corp. II, a Delaware
corporation (the “Company”), and NewHold Industrial Technology Holdings LLC II, a Delaware limited liability company
(the “Purchaser”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”),
and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50
per Share (subject to adjustment). The Purchaser has agreed to purchase an aggregate of 5,718,534 warrants (or 6,195,205 warrants if
the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share (subject to adjustment).


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section
1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.


 


A. Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the
Purchaser.


 


B. Purchase
and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering, and concurrently with the consummation
thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company 5,718,534 Private Placement Warrants
at a price of $1.00 per warrant for an aggregate purchase price of $5,718,534 (the “Purchase Price”), which shall
be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On
the Initial Closing Date, upon payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, deliver a certificate
evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the
Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in
connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually
agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”; together with the Initial
Closing Date, the “Closing Dates” and each, a “Closing Date”), the Company shall issue and sell
to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 476,671 Private Placement Warrants, in the
same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase
price of up to $476,671 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment
Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the
Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase
Price payable by it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver
a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s
name to the Purchaser, or effect such delivery in book-entry form.


 





C. Terms
of the Private Placement Warrants.


 


(i)
The Private Placement Warrants shall have their terms set forth in a warrant agreement to be entered into by the Company and a warrant
agent, in connection with the Public Offering (the “Warrant Agreement”).


 






     


    


    

   


(ii)
At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the
“Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser
relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


Section
2. Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and
purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties
shall survive each Closing Date) that:


 


A. Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State
of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to
have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B. Authorization;
No Breach.


 


(i)
The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by
the Company as of each Closing Date. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance
with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the
Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.


 


(ii)
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance
with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result
in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security
interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require
any authorization, consent, approval, exemption, action, notice, declaration or filing, in each case, by or to any court or administrative
or governmental body or agency pursuant to the certificate of incorporation or the bylaws of the Company (in effect on the date hereof
or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which
the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required
after the date hereof under federal or state securities laws.


 






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C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Placement
Warrants will be duly and validly issued and the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly
issued, fully paid and nonassessable. On the date of issuance of the Placement Warrants, the Shares issuable upon exercise of the Private
Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof
and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise
of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and
(iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Valid
Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 51,000,000 shares
of common stock (which consist of 45,000,000 shares of the Company’s Class A Common Stock and 6,000,000 shares of the Company’s
Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s
preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and
outstanding no shares of Class A Common Stock, 5,031,250 shares of Class B Common Stock (of which up to 656,250 shares are subject to
forfeiture as described in the registration statement on Form S-1 filed by the Company in connection with the Public Offering) and no
shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are
fully paid and non-assessable.


 


E. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby.


 


Section
3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and
issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B. Authorization;
No Breach.


 


(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject that would materially impact its ability to
perform its obligations hereunder.


 






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C. Investment
Representations.


 


(i)
The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon
such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only
and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”).


 


(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)
The Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act.


 


(v)
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the
Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. 


  


(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any
other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder. While such Purchaser understands that Rule 144 under the Securities Act is not
available for the resale of securities initially issued by shell companies (other than business combination related shell companies)
or issuers that have been at any time previously a shell company, such Purchaser understands that Rule 144 includes an exception to this
prohibition if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be
a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act
reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was
required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that
the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.


 


(viii)
The Purchaser understands the high degree of risk associated with investments in the securities of companies in the development stage
such as the Company, has such knowledge and experience in financial and business matters to be able to evaluate the merits and risks
of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The
Purchaser can afford a complete loss of its investment in the Securities.


 






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Section
4. Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement
Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such
Closing Date as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.


 


C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D. Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights
Agreement, each on terms satisfactory to the Purchaser.


  


E. Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


Section
5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject
to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of
such Closing Date as though then made.


 





B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C. Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


  



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E. Warrant
Agreement. The Company shall have entered into the Warrant Agreement on terms satisfactory to the Company.


 


Section
6. Termination. This Agreement may be terminated at any time after July 31, 2021 upon the election by either the Company or
the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section
7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each
Closing Date.


 


Section
8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the
registration statement on Form S-1 that the Company has filed with the Securities and Exchange Commission under the Securities Act in
connection with the Public Offering.


 


Section
9. Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement without the prior
written consent of the other party hereto, other than assignments by the Purchaser to affiliates thereof (including, without limitation,
one or more of its members).


  


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 






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C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which needs to contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or “.pdf” signature page were an original thereof.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof.


 


F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all
parties hereto.


 


[Signature
Page Follows]


 






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


 


	 	COMPANY:
	 	 
	 	NEWHOLD INVESTMENT CORP. II
	 	 	          
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PURCHASER:
	 	 
	 	NEWHOLD INDUSTRIAL TECHNOLOGY HOLDINGS
    LLC II 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Private Placement Warrants Subscription Agreement]


 


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