Exhibit 4.4


 


WARRANT AGREEMENT


 


This
WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between NewHold Investment Corp. II, a Delaware
corporation, with its principal executive offices at 12141 Wickchester Lane, Suite 325, Houston, TX 77079 (“Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New
York, New York 10004, as warrant agent (“Warrant Agent”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of up to 20,125,000 units (including 2,625,000 units
which may be issued pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit (the “Units”)
comprised of one share of Class A common stock of the Company, par value $.0001 (“Common Stock”), and one-quarter of
one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share,
subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to 5,031,250 warrants (the “Public
Warrants”) to the public investors in connection with the Public Offering; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-254667 (“Registration Statement”) and prospectus (“Prospectus”), for the registration,
under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Public Warrants; and


 


WHEREAS,
the Company has received binding commitments (“Subscription Agreements”) from the Company’s sponsor, NewHold
Industrial Technology Holdings LLC II (the “Sponsor”), and certain funds and accounts managed by UBS O’Connor
LLC, Magnetar Financial LLC, and [●] (the “Anchor Investors”), simultaneously with the closing of the Public
Offering, up to an aggregate of 10,235,000 warrants (the “Private Warrants”), each exercisable to purchase one share
of Common Stock at a price of $11.50 per share, bearing the legend set forth in Exhibit B hereto; and


 


WHEREAS,
the Company may issue up to an additional 100,000 warrants (the “Working Capital Warrants”) at a price of $1.00 per
Working Capital Warrant, in satisfaction of certain working capital loans made by the Company’s officers, directors, initial stockholders
and their affiliates; and


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and together
with the Public Warrants, Private Warrants, and Working Capital Warrants, the “Warrants”) in connection with, or following
the consummation by the Company of, a Business Combination (defined below); and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and
the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and
to authorize the execution and delivery of this Agreement.


 






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NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form
of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of
Directors or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of
the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to
serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.


 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be
represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the
facilities of The Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of
Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as
a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3. Effect
of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.


 


2.4. Registration.


 


2.4.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.


 


2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”) as
the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary.


 


2.5. Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 52nd day
following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal
holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then on the
immediately succeeding Business Day following such date, or earlier with the consent of Stifel, Nicolaus & Company, Incorporated
(the “Representative”), but in no event will the Representative allow separate trading of the securities
comprising the Units until (i) the Company has filed a Current Report on Form 8-K which includes an audited balance
sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the
Company from the exercise of the underwriters’ over-allotment option in the Public Offering, if the over-allotment option is
exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release announcing when such
separate trading shall begin (the “Detachment Date”); provided that no fractional Warrants will be issued upon
separation of the Units and only whole Warrants will trade.


 


2.6. Private
Warrant and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants shall have the same terms and,
except for the legend in Exhibit B hereto that shall appear thereon, shall be in the same form as the Public Warrants.


 






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2.7. Post
IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public
Warrants except as may be agreed upon by the Company.


 


3. Terms
and Exercise of Warrants


 


3.1. Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the
registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number
of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to
the price per share at which the shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than
twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice
of such reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied consistently
to all of the Warrants.


 


3.2. Duration
of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by
the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities (“Business Combination”) (as described more fully in
the Registration Statement), and (b) 12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York City
time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business
Combination, (ii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the
Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until
the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right
to receive the Redemption Price (as defined in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on
or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’
prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied
consistently to all of the Warrants.


 


3.3. Exercise
of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by
the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full the Warrant Price for each share of Common Stock as to which the Warrant is exercised and any and
all applicable taxes due in connection with the exercise of the Warrant, as follows:


 


(a)
in lawful money of the United States, by good certified check or good bank draft payable to the order of the Warrant Agent or wire transfer;


 






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(b)
in the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) Business
Days after the closing of a Business Combination and during any other period after such 60th Business Day in which the Company shall fail
to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, by
surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of
the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (defined
below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(c), the “Fair Market
Value” shall mean the average reported last sale price of the Common Stock as reported during the ten (10) trading day period ending
on the trading day prior to the date the notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities
broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by
the Warrant Agent.


 


3.3.2. Issuance
of shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of
the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book
entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may
be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry
position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no
event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company
shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon
such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of
the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with
respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have
no value and expire worthless, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase
price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities
issued to, any registered holder in any state in which such exercise or issuance would be unlawful.


 


3.3.3. Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and nonassessable.


 


3.3.4. Date
of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all
purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position
representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book
entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the share transfer books or book entry system are open.


 






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3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it
makes such election. If the election is made by a holder, the Warrant Agent shall not cause the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in
excess of 4.99% or 9.99% (or such other amount as a holder may specify)(the “Maximum Percentage”) of the shares of
Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common
Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall
exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant
beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely
on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on
Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the
SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the
Warrant Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request
of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the
date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a
Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after
such notice is delivered to the Company.


 


4. Adjustments.


 


4.1. Stock
Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of
Common Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of
shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares
of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price
less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common
Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any
other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) and (ii) one (1)
minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For
purposes of this Section 4.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in
determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as
well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first
date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights.


 


4.2. Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date
of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 









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4.3 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock (or
other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described
in Section 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption
rights of the holders of the Common Stock in connection with a proposed initial Business Combination by the Company, (d) to
satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s
amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem
100% of the shares of Common Stock included in the Units if the Company does not complete a Business Combination within the period
set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of
public shares of Common Stock upon the failure of the Company to complete its initial Business Combination and any subsequent
distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an
“Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective
date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith)
of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of
this Section 4.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which,
when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common
Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or
cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on
exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Public
Offering). 


 


 


4.4 Adjustments
in the Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which
shall be the number of shares of Common Stock so purchasable immediately thereafter.


 






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4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the shares of
Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company
is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or
property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or
its Warrant(s) immediately prior to such event. If any reclassification also results in a change in the shares of Common Stock
covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this
Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per
share issuable upon exercise of the Warrant. 


 


4.6. Issuance
in connection with a Business Combination.  If the Company
issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock
for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue
price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by
the Board (and in the case of any such issuance to the initial stockholders (as defined in the Prospectus) or their affiliates,
without taking into account any founder shares or private placement securities held by such holders or affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), the Warrant Price shall be adjusted (to the nearest
cent) to be equal to 115% of the Newly Issued Price.


 






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4.7 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice
to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.8. No
Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not
issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round up to the nearest whole number of shares of Common Stock to be issued to the Warrant holder.


 


4.9. Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of
Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.10 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this
Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to
(i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in
each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of
recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the
Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is
necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any
adjustment recommended in such opinion.


 


4.11 No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an
adjustment to the conversion ratio of the Company’s Class B common stock (the “Class B Common Stock”) into shares
of Common Stock or the conversion of the shares of Class B Common Stock into shares of Common Stock, in each case, pursuant to the
Company’s Charter, as amended from time to time.


 


5. Transfer and Exchange of
Warrants.


 


5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants,
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an
equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of
certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.


 


5.2. Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry
position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor
one or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the
Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.


 






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5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate or book-entry position for a fraction of a Warrant.


 


5.4. Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5. Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose.


 


5.6. Private
Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital
Warrants or shares of Common Stock underlying such warrants until 30 days after the consummation by the Company of an initial
Business Combination, except for transfers (a) to the Company’s officers or directors, any affiliates or family members of any
of its officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (b) in the case of an individual, by
gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the
individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual,
by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a
qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the
Company’s initial Business Combination at prices no greater than the price at which the shares or warrants were originally
purchased; (f) in the event of the Company’s liquidation prior to the completion of the Company’s initial business
combination; or (g) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of
the Sponsor; or (h) in the case of an Anchor Investor, to such Anchor Investor’s affiliates, or any investment fund or other
entity controlled or managed by such Anchor Investor, or to any investment manager or investment advisor of such Anchor Investor or
an affiliate of any such investment manager or investment advisor, provided, however, that in the case of clauses (a) through (e),
(g) or (h), these permitted transferees enter into a written agreement with the Company agreeing to be bound by these transfer
restrictions and the other restrictions contained in the letter agreements or written agreements with respect to such securities
entered into by the transferor of such securities and the Company (including provisions relating to voting, the trust account and
liquidation distributions described in the Company’s Registration Statement).


 


5.7. Transfers
prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the
Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of
such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer
of Warrants on or after the Detachment Date.


 


6. Redemption.


 


6.1. Redemption.
The Company may, at its option, redeem all (and not part) of the Warrants at any time during the Exercise Period, at the office of
the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the last reported sales price of the Common Stock equals or exceeds $18.00 per share (subject to
adjustment in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading
day period ending on the third trading day prior to the date on which notice of redemption is given and provided that there is an
effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the
Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b);
provided, however, that if and when the Warrants become redeemable by the Company, the Company may not exercise such redemption
right if the issuance of shares of Common Stock upon exercise of the Warrants is not exempt from registration or qualification under
applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2. Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company shall fix
a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-Day Redemption
Period”) to the registered holders of the Warrants to be redeemed at their last addresses as they shall appear on the
registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether
or not the registered holder received such notice. For the avoidance of doubt, the Warrants must be exercisable during the entire
3-Day Redemption Period.


 






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6.3. Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to
Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to
exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain
the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including
the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no
further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


7. Other Provisions
Relating to Rights of Holders of Warrants.


 


7.1. No
Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to
vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of
the Company or any other matter.


 


7.2. Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation
of shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.


 


7.4. Registration
of shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
but in no event later than 15 days after the closing of the initial Business Combination, it shall use its best efforts to file with
the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock
issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify
for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants
then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The
Company will use its best efforts to cause the same to become effective within 60 Business Days following the Company’s
initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration
statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the
Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other
period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock
issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with
Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an
outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in
accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued
upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is
defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the
avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to
be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this
Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.


 






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8. Concerning
the Warrant Agent and Other Matters.


 


8.1. Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2. Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of
the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor
Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties,
and obligations.


 


8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date of any such appointment.


 


8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 






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8.3. Fees
and Expenses of Warrant Agent.


 


8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


8.4. Liability
of Warrant Agent.


 


8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such
fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company and
delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it
pursuant to the provisions of this Agreement.


 


8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of
the Warrant Agent’s fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this
Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and
nonassessable.


 


8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares
of Common Stock through the exercise of Warrants.


 






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9. Miscellaneous Provisions.


 


9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns.


 


9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given (i) if by email when the email is sent, (ii) if by hand or overnight
delivery, when so delivered, or (iii) if sent by certified mail or private courier service within five (5) days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as
follows:


 


NewHold Investment
Corp. II


12141 Wickchester
Lane, Suite 325


Houston, TX
77079


Attn: Kevin
Charlton, Chief Executive Officer


 


Any notice, statement
or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given (i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent
by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer &
Trust Company


1 State Street


New York, New York 10004


Attn: Compliance Department


 


with a copy in each case to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Giovanni Caruso, Esq.


E-mail: gcaruso@loeb.com


 


and


Sidley Austin
LLP


One South Dearborn


Chicago, Illinois 60603


Attn: Michael P. Heinz


E-mail: mheinz@sidley.com


 






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and


NewHold Industrial Technology Holdings
LLC II


c/o NewHold Enterprises (Management)
LLC


52 Vanderbilt Avenue, Suite 2005


New York, New York 10017


Attn: Charlie Baynes-Reid


E-mail: cbaynesreid@newholdllc.com


 


and


UBS O’Connor LLC


1N. Wacker Drive, 31st Floor,


Chicago, IL 60606


Attn: [●]


E-mail: [●]


 


Magnetar Financial LLC


1603 Orrington Avenue, 13th Floor,


Evanston, IL 60201


Attn: [●]


E-mail: [●]


 


9.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by
the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of
or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties
hereto and the registered holders of the Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative, any
right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4,
9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be
for the sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections 7.4, 9.4 and 9.8
hereof) and their successors and assigns and of the registered holders of the Warrants.


 






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9.5. Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent
in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent
may require any such holder to submit such holder’s Warrant for inspection by it.


 


9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


  


9.7. Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the
registered holders of a majority of the then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the
Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of
the registered holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent
of the Representative.


 


9.9 Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account
established by the Company in connection with the Public Offering (as more fully described in the Registration Statement)
(“Trust Account”), including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance. In the event that the Warrant Agent has a claim against the Company under this Agreement, the
Warrant Agent will pursue such claim solely against the Company and not against the property held in the Trust Account.


 


9.10 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as
similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


  


[signature page follows]


 






    15


     


    




 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


  


	 	NEWHOLD INVESTMENT CORP. II
	 	 	 
	 	By:	 
	 	 	Name: Kevin Charlton
	 	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Warrant Agreement]


 






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EXHIBIT A


 


WARRANT CERTIFICATE


 


 


 


 


EXHIBIT B


 


LEGEND FOR PRIVATE PLACEMENT WARRANTS


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT
BY AND AMONG NEWHOLD INVESTMENT CORP. II (THE “COMPANY”), NEWHOLD INDUSTRIAL TECHNOLOGY HOLDINGS LLC II, UBS
O’CONNOR LLC, MAGNETAR FINANCIAL LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD
OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION
(AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE
WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES
OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS
AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


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