Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS, the
Company’s registration statement on Form S-1, Nos. 333-254328 and 333-260371 (the “Registration
Statement”) and related prospectus (the “Prospectus”) for the initial public offering of the
Company’s units (the “Units”), each of which consists 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 to
purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), was
declared effective by the U.S. Securities and Exchange Commission on October 19, 2021; and


 


WHEREAS, the Company has
entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. (“Representative”)
as representative of the several underwriters named therein (the “Underwriters”); and


 


WHEREAS, as described in
the Registration Statement, $224,400,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in
the Underwriting Agreement) (or $258,060,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Company’s Ordinary Shares included in the Units issued in the Offering as
hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as
the “Property,” the shareholders for whose benefit the Trustee shall hold the Property are referred herein
to as the “Public Shareholders,” and the Public Shareholders and the Company together are referred to herein
as the “Beneficiaries”); and


 


WHEREAS, pursuant to the
Underwriting Agreement, $11,000,000, or up to $13,310,000 if the Underwriters’ over-allotment option is exercised in full, of the
Property is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Representative upon
the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and
the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


		1.	Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:



 


(a)       
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee at J. P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or
more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)      
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)       
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(2), (d)(3), (d)(4) and (d)(5) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company; it being
understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while account funds are invested or uninvested, the Trustee may earn bank credits or other consideration;


 






     


     


    

 


(d)      
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)        Promptly notify the Company
and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f)        
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g)      
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)      
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)          Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or
Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer or
Chairman of the board of directors (the “Board”) or other authorized officer of the Company (and in the case
of Exhibit A, jointly signed by the Representative), and complete the liquidation of the Trust Account and distribute the Property
in the Trust Account, including any amounts representing interest earned on the Trust Account, less interest previously released to, or
reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released
to, or reserved for use by, the Company to pay taxes as provided in this Agreement only as
directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 15 months
after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the
Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee
prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property in the Trust Account, including any amounts representing interest earned on the Trust
Account, less interest previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses
(as applicable) and less any other interest released to, or reserved for use by, the Company to pay taxes, shall be distributed to the
Public Shareholders of record as of such date. The Trustee agrees to serve as the paying agent of record (“Paying Agent”)
with respect to any distribution of Property that is to be made to the Public Shareholders and, in its separate capacity as Paying Agent,
agrees to distribute such Property directly to the Company’s Public Shareholders in accordance with the terms of this Agreement
and the Company’s amended and restated memorandum and articles of association in effect at the time of such distribution;


 


(j)        
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Withdrawal Request”), withdraw from the Trust Account and distribute to the Company
interest in an amount up to $100,000 to pay dissolution expenses and any interest to cover any tax obligation owed by the Company as a
result of assets of the Company or any taxes of the Company which amount shall be delivered directly to the Company by electronic funds
transfer or other method of prompt payment. Any Withdrawal Request for a distribution to pay a tax shall be accompanied by a copy of the
tax bill for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable.
To the extent there is not sufficient cash in the Trust Account to fulfill a Withdrawal Request, the Trustee shall liquidate such assets
held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction
in the principal amount per share initially deposited in the Trust Account. The Trustee acknowledges and agrees that no amount in excess
of interest income earned on the Property shall be payable from the Trust Account to the Company pursuant to this Section 1(j).
A Withdrawal Request shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request; and


 


(k)      
 Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary
Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s
amended and restated memorandum and articles of association to modify the substance or timing of the ability of Public Shareholders to
seek redemption in connection with an initial Business Combination or the Company’s obligation to redeem 100% of its public Ordinary
Shares if the Company has not consummated an initial Business Combination within such time as is described in Section 1(i) of this Agreement.
The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said
funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l)        
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i) through 1(k)
above.


 






     


     


    

 


		2.	Agreements and Covenants of the Company. The Company hereby agrees and covenants to:



 


(a)       
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief
Executive Officer or Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i), 1(j) and
1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or
instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)      
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in
connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), the Trustee shall notify the Company in
writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right
to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company
with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee shall not agree to settle any
Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company
may participate in such action with its own counsel;


 


(c)       
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee
and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until the Business Combination is consummated. The Company shall pay the
Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not
be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in
Section 2(b) hereof;


 


(d)      
In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the general meeting verifying the vote of such shareholders
regarding such Business Combination;


 


(e)        Provide the Representative
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;


 


(f)        
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement;


 


(g)       Within four (4) business
days after the Underwriters exercise the over-allotment option (or any portion thereof) or such over-allotment expires, provide the Trustee
with a notice in writing of the total amount of the Deferred Discount due with respect to such exercise, which shall be up to $13,310,000;
and


 


(h)       Unless otherwise agreed
between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with
a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts
directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company
or any other person.


 






     


     


    

 


		3.	Limitations of Liability. The Trustee shall have no responsibility or liability to:



 


(a)       
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b)      
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)       
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)      
Refund any depreciation in principal of any Property;


 


(e)       
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)        
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(g)      
Verify the accuracy of the information contained in the Registration Statement;


 


(h)      
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(i)        
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;


 


(j)        
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and
activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but
not limited to, tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)      
 Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) and 1(k) hereof.


 






     


     


    

 


4.      
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


		5.	Termination. This Agreement shall terminate as follows:



 


(a)       
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the
United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or


 


(b)      
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall
terminate except as set forth in Section 2(b).


 


		6.	Miscellaneous.



 


(a)       
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


(b)      
This Agreement shall be governed by and construed and enforced in accordance with 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. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)       
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Section 1(i), 1(j) and 1(k) hereof (which may not be modified, amended or deleted without the affirmative
vote of sixty five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of
the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder who has elected to redeem
his, her or its Ordinary Shares in connection with a shareholder vote to amend this Agreement), this Agreement or any provision hereof
may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d)       The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






     


     


    

 


(e)       
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
by facsimile transmission or electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Newcourt Acquisition Corp


2201 Broadway, Suite 705


Oakland, CA 94612


Attn: Marc Balkin


Email: marc@balkinand.co


 


in each case, with copies to:


 


Reed Smith LLP


599 Lexington Avenue, 22nd Floor


New York, NY 10022


Attn: Ari Edelman


Email: aedelman@reedsmith.com


Fax No.: (212) 521-5450


 


if to the Representative, to:


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, New York 10022


Attn: General Counsel


 


and


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Stuart Neuhauser, Esq.


Email: sneuhauser@egsllp.com


 






     


     


    

 


(f)      
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(g)      
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(h)        
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(i)         Each of the Company and
the Trustee hereby acknowledges and agrees that Cantor Fitzgerald & Co. is a third party beneficiary of this Agreement.


 


(j)      
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity, without the written consent of the other party.


 [Signature Page Follows]



 






     


     


    

 


IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	
    Continental Stock Transfer & Trust Company, as Trustee

	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title: Vice President


 


	 	
    Newcourt Acquisition Corp

	 	 	 
	 	By:	/s/ Marc Balkin
	 	 	Name: Marc Balkin
	 	 	Title: Chief Executive Officer



 


[Signature Page to the Newcourt Acquisition Corp
Investment Management Trust Agreement]


 






     


     


    

 






 


SCHEDULE A


Fees of Trustee


 






     


     


    

 


 


EXHIBIT A


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Termination Letter


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Newcourt Acquisition Corp (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [---------] (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement with (“Target Business”) to consummate
a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company
shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
into the trust operating account at J. P. Morgan Chase Bank, N.A. so that, on the Consummation Date, all of funds held in the Trust Account
will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including
as directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and
agreed that while the funds are on deposit in the trust operating account at J. P. Morgan Chase Bank, N.A. awaiting distribution, the Company
will not earn any interest or dividends.


 


On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer or President, which verifies that the Business
Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) a joint written instruction signed
by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred
Discount to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter,
in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of
all the funds from the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice as soon thereafter as possible.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	
    Newcourt Acquisition Corp

    

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	AGREED TO AND	 
	ACKNOWLEDGED BY	 
	 	 	 





	
     Cantor Fitzgerald & Co.
	 
	 	  	 
	By:	          	 


 


 


 


[Signature Page to the Newcourt Acquisition Corp Investment Management Trust Agreement]








     


     


    




 


EXHIBIT B


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Termination Letter


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Newcourt Acquisition Corp (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [----------] (“Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time frame specified
in Section 1(i) of the Trust Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into the trust operating account at J. P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected
[___], 202_, as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share
of the liquidation proceeds. In your capacity as Paying Agent, we hereby direct you to distribute said funds directly to the Company’s
Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association
of the Company as in effect at the time of such distribution. Upon the distribution of all funds in the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	
    Newcourt Acquisition Corp

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Cantor Fitzgerald & Co.



 


 


[Signature Page to the Newcourt Acquisition Corp Investment Management Trust Agreement] 






     


     


    

 


EXHIBIT C


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


 


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Withdrawal Instruction


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Newcourt Acquisition Corp (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [-----] (“Trust Agreement”), the Company hereby
requests that you deliver to the Company $____ of the interest income earned on the Property as of the date hereof. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds [to pay for the
tax obligations as set forth on the attached tax return or tax statement] [in connection with its dissolution [upon the expiration
of the 15 month period following completion of the Offering]]. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION] 


 


	 	Very truly yours,
	 	
    Newcourt Acquisition Corp

    

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Cantor Fitzgerald & Co.



 


 


[Signature Page to the Newcourt Acquisition Corp Investment Management Trust Agreement]






     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust Account Shareholder Redemption Withdrawal Instruction


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between Newcourt Acquisition Corp (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [--------] (“Trust Agreement”),
the Company hereby requests that you liquidate sufficient amounts from the trust account and deliver to the redeeming Public Shareholders
of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by
you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public
Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to
approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing
of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business
Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, you are hereby directed and authorized to
transfer (via wire transfer) such funds promptly upon your receipt of this letter to the financial institutions that have redeemed shares on behalf of the
Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	
    Newcourt Acquisition Corp

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Cantor Fitzgerald & Co.