REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • Newcourt Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2021, is made and entered into by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), JVB Financial Group LLC, on behalf of its division Cohen & Company Capital Markets (“CCM”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, Cantor, CCM and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between NEWCOURT ACQUISITION CORP and CANTOR FITZGERALD & CO. Dated: September [ ], 2021 NEWCOURT ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2021 • Newcourt Acquisition Corp • Blank checks • New York
The undersigned, Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • October 25th, 2021 • Newcourt Acquisition Corp • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 19, 2021 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the
UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2021 • Newcourt Acquisition Corp • Blank checks • New York
The undersigned, Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2021 • Newcourt Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 19, 2021 by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 22nd, 2021 • Newcourt Acquisition Corp • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2021 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2021 • Newcourt Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____________], 2021 by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and...Underwriting Agreement • September 30th, 2021 • Newcourt Acquisition Corp • Blank checks
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 25th, 2021 • Newcourt Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of October, 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Newcourt SPAC Sponsor LLC (the “Subscriber”).
Newcourt Acquisition CorpSecurities Subscription Agreement • March 16th, 2021 • Newcourt Acquisition Corp • New York
This agreement (the “Agreement”) is entered into on March 4, 2021 by and between Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase Class B ordinary shares, $0.0001 par value per share, of the Company (“Class B Ordinary Shares”), in the amount of 5,912,500 Class B Ordinary Shares (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 25th, 2021 • Newcourt Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of October, 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and J.V.B. Financial Group, LLC on behalf of its division, Cohen & Company Capital Markets (the “Subscriber”).
WARRANT AGREEMENT between NEWCOURT ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 19, 2021Warrant Agreement • October 25th, 2021 • Newcourt Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 19, 2021, is by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
October 19, 2021Underwriting Agreement • October 25th, 2021 • Newcourt Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File Nos. 333-254328 and 333-2
LOCK-UP AGREEMENTLock-Up Agreement • January 31st, 2024 • Newcourt Acquisition Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 26, 2024, by and among (i) Psyence Biomedical Ltd, a corporation organized under the laws of Ontario, Canada and a wholly-owned subsidiary of the Parent (“NewCo”), (ii) Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among NEWCOURT ACQUISITION CORP, NEWCOURT SPAC SPONSOR LLC, PSYENCE (CAYMAN) MERGER SUB, PSYENCE GROUP INC. , PSYENCE BIOMED II CORP., PSYENCE BIOMED CORP., and PSYENCE BIOMEDICAL LTD. DATED...Business Combination Agreement • August 1st, 2023 • Newcourt Acquisition Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Psyence (Cayman) Merger Sub, a newly incorporated Cayman Islands exempted company (“Merger Sub”), Psyence Group Inc., a corporation organized under the laws of Ontario, Canada (the “Parent”), Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (the “Target”), Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada (the “Original Target”) and Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada and a wholly-owned subsidiary of the Parent (“NewCo”). Each of SPAC, Sponsor, Merger Sub, the Parent, the Target, the Original Target, NewCo and the Original Parent (as defined below), are also referred to herein as a
FEE MODIFICATION AGREEMENT January 25, 2024Fee Modification Agreement • January 31st, 2024 • Newcourt Acquisition Corp • Blank checks
WHEREAS, pursuant to that certain Underwriting Agreement between Newcourt Acquisition Corp (together with any successor entity thereto, the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated October 19, 2021 (as may be amended from time to time, the “Underwriting Agreement”), entered into in connection with the Company’s initial public offering (“IPO”), CF&CO is entitled to deferred underwriting commissions of $5,567,500 in the aggregate (after giving effect to the waiver (the “Waiver”) of 50% of the original $11,135,000 deferred underwriting fee, which waiver CF&CO hereby reaffirms) (the “Deferred Fee”), upon the consummation of a Business Combination. Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Underwriting Agreement.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 25th, 2021 • Newcourt Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of October 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
NEWCOURT ACQUISITION CORPAdministrative Services Agreement • June 22nd, 2021 • Newcourt Acquisition Corp • Blank checks • New York
Newcourt Acquisition CorpAdministrative Services Agreement • April 1st, 2022 • Newcourt Acquisition Corp • Blank checks • Pennsylvania
This letter agreement by and between Newcourt Acquisition Corp (the "Company") and Newcourt SPAC Sponsor LLC (the "Sponsor"), dated as of October 19, 2021, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the "Listing Date"), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the "Registration Statement") and continuing until the earlier of the consummation by the Company of an initial business combination or the Company's liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the "Termination Date"):
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 10th, 2023 • Newcourt Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of January 6, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Newcourt Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 13th, 2023 • Newcourt Acquisition Corp • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of July 11, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Newcourt Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 15th, 2023 • Newcourt Acquisition Corp • Blank checks • Delaware
This First Amendment to the Amended and Restated Business Combination Agreement (this “Amendment”), dated as of November 9, 2023, is made and entered into by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Psyence (Cayman) Merger Sub, a newly incorporated Cayman Islands exempted company (“Merger Sub”), Psyence Group Inc., a corporation organized under the laws of Ontario, Canada (“Parent”), Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (“Target”), Psyence Biomed Corp., a corporation formerly organized under the laws of British Columbia, Canada and continued under the laws of Ontario, Canada (“Original Target”) and Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada and a wholly-owned subsidiary of the Parent (“NewCo”).
AMENDING AGREEMENTBusiness Combination Agreement • February 16th, 2023 • Newcourt Acquisition Corp • Blank checks
WHEREAS the Parties (as hereinafter defined) entered into a Business Combination Agreement dated January 9, 2023 (the "Business Combination Agreement");
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 2024 • Newcourt Acquisition Corp • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2024, between Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), Psyence Biomed II Corp., a corporation existing under the laws of Ontario, Canada (“Psyence”), the funds, accounts, and/other investment vehicles managed by [ ] signatory hereto (collectively, the “Purchaser” and collectively with the Company and Psyence, the “Parties”), and Newcourt SPAC Sponsor LLC (“Sponsor”).
AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 24th, 2024 • Newcourt Acquisition Corp • Blank checks
This Amendment No. 3 (this “Amendment”), dated as of January 22, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Newcourt Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
BUSINESS COMBINATION AGREEMENT by and among NEWCOURT ACQUISITION CORP, NEWCOURT SPAC SPONSOR LLC, PSYENCE GROUP INC., and PSYENCE BIOMED CORP. DATED AS OF JANUARY 9, 2023Business Combination Agreement • January 13th, 2023 • Newcourt Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of January 9, 2023 (the “Effective Date”), by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Psyence Group Inc., a corporation organized under the laws of Ontario, Canada (the “Parent”), and Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada (the “Target”). Each of the SPAC, Sponsor, the Parent and the Target are also referred to herein as a “Party” and, collectively, as the “Parties”.
