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 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:
FORM OF INDEMNITY AGREEMENTForm of Indemnity 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
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”).
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”).
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”).
October 19, 2021Letter 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
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”).
