Attached files

file filename
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - NewHold Investment Corp. IIfs12021a1_newholdinvest2.htm
EX-99.10 - CONSENT OF ALICIA MOY - NewHold Investment Corp. IIfs12021a1ex99-10_newhold2.htm
EX-99.9 - CONSENT OF MARK CIRILLI - NewHold Investment Corp. IIfs12021a1ex99-9_newhold2.htm
EX-99.8 - CONSENT OF SUZY TAHERIAN - NewHold Investment Corp. IIfs12021a1ex99-8_newhold2.htm
EX-99.7 - CONSENT OF NEIL GLAT - NewHold Investment Corp. IIfs12021a1ex99-7_newhold2.htm
EX-99.6 - CONSENT OF BRIAN MATHIS - NewHold Investment Corp. IIfs12021a1ex99-6_newhold2.htm
EX-99.5 - CONSENT OF KATHLEEN HARRIS - NewHold Investment Corp. IIfs12021a1ex99-5_newhold2.htm
EX-99.4 - CONSENT OF THOMAS J. SULLIVAN - NewHold Investment Corp. IIfs12021a1ex99-4_newhold2.htm
EX-99.3 - FORM OF NOMINATING COMMITTEE CHARTER - NewHold Investment Corp. IIfs12021a1ex99-3_newhold2.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - NewHold Investment Corp. IIfs12021a1ex99-2_newhold2.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - NewHold Investment Corp. IIfs12021a1ex99-1_newhold2.htm
EX-23.1 - CONSENT OF WITHUMSMITH+BROWN, PC - NewHold Investment Corp. IIfs12021a1ex23-1_newhold2.htm
EX-14 - FORM OF CODE OF ETHIC - NewHold Investment Corp. IIfs12021a1ex14_newhold2.htm
EX-10.10 - FORM OF SUBSCRIPTION AGREEMENT BY AND AMONG THE REGISTRANT, NEWHOLD INDUSTRIAL T - NewHold Investment Corp. IIfs12021a1ex10-10_newhold2.htm
EX-10.9 - FORM OF SUBSCRIPTION AGREEMENT BY AND AMONG THE REGISTRANT, NEWHOLD INDUSTRIAL T - NewHold Investment Corp. IIfs12021a1ex10-9_newhold2.htm
EX-10.7 - FORM OF INDEMNITY AGREEMENT - NewHold Investment Corp. IIfs12021a1ex10-7_newhold2.htm
EX-10.6 - FORM OF PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT - NewHold Investment Corp. IIfs12021a1ex10-6_newhold2.htm
EX-10.5 - SUBSCRIPTION AGREEMENT, DATED FEBRUARY 25, 2021, BETWEEN THE REGISTRANT AND NEWH - NewHold Investment Corp. IIfs12021a1ex10-5_newhold2.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURIT - NewHold Investment Corp. IIfs12021a1ex10-4_newhold2.htm
EX-10.3 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - NewHold Investment Corp. IIfs12021a1ex10-3_newhold2.htm
EX-10.2 - PROMISSORY NOTE, DATED MARCH 15, 2021, ISSUED TO NEWHOLD INDUSTRIAL TECHNOLOGY H - NewHold Investment Corp. IIfs12021a1ex10-2_newhold2.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND ITS OFFICERS, DIRECTORS, SPECI - NewHold Investment Corp. IIfs12021a1ex10-1_newhold2.htm
EX-5.1 - OPINION OF LOEB & LOEB LLP - NewHold Investment Corp. IIfs12021a1ex5-1_newhold2.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LL - NewHold Investment Corp. IIfs12021a1ex4-4_newhold2.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - NewHold Investment Corp. IIfs12021a1ex4-3_newhold2.htm
EX-4.2 - SPECIMEN CLASS A COMMON STOCK CERTIFICATE - NewHold Investment Corp. IIfs12021a1ex4-2_newhold2.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - NewHold Investment Corp. IIfs12021a1ex4-1_newhold2.htm
EX-3.3 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - NewHold Investment Corp. IIfs12021a1ex3-3_newhold2.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - NewHold Investment Corp. IIfs12021a1ex1-1_newhold2.htm

Exhibit 10.8

 

NEWHOLD INVESTMENT CORP. II

12141 Wickchester Lane

Suite 325

Houston, TX 77079 

[●], 2021

 

NewHold Enterprises (Management) LLC
52 Vanderbilt Avenue, Suite 2005

New York, New York 10017

 

Re: Administrative Support Agreement

 

Ladies and Gentlemen:

 

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

 

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

 

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

 

This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

 

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

 

No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

 

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

 

[Signature Page Follows]

 

 

 

 

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

 

AGREED TO AND ACCEPTED BY:  
   
NEWHOLD ENTERPRISES (MANAGEMENT) LLC    
   
By:            
Name:    
Title:    

 

[Signature Page to Administrative Support Agreement]