Exhibit 10.6


 


UNIT SUBSCRIPTION AGREEMENT


 


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”).


 


WHEREAS, the Company desires
to sell on a private placement basis (the “Offering”) an aggregate of 187,000 units (“Units”) of
the Company, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Common Shares”),
and one-half of one warrant to purchase one Class A ordinary share (“Warrant”), for a purchase price of $1,870,000
or $10.00 per Unit. The Common Shares underlying the Warrants are hereinafter referred to as the “Warrant Shares.”
The Common Shares underlying the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement Shares.”
The Warrants underlying the Units are hereinafter referred to as the “Placement Warrants.” The Units, Placement Shares,
Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Placement Warrants
may be exercised only to the extent that, when aggregated with other Placement Warrants being exercised, the exercise is for a whole share
or whole shares; no fractional shares shall be issuable. The exercise price for any Warrant Share shall be $11.50. Subject to the foregoing,
the Placement Warrants are exercisable during the period commencing on the later of (i) twelve (12) months from the date of the completion
of the Company’s initial public offering of units (the “IPO”) and (ii) 30 days following the consummation of
the Company’s initial business combination (the “Business Combination”), as such term is defined in the registration
statement filed in connection with the IPO, as amended at the time it becomes effective (the “Registration Statement”),
and expiring on the fifth anniversary of the commencement of sales of the IPO; and


 


WHEREAS, the Subscriber wishes
to purchase the Units from the Company and the Company wishes to accept such subscription from the Subscriber.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:


 


	 	1.	Agreement to Subscribe


 


1.1 Purchase and Issuance
of the Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company,
and the Company hereby agrees to sell to the Subscriber, on the closing date of the IPO (the “Closing Date”), 187,000
Units at a price of $10.00 per Unit for an aggregate purchase price of $1,870,000 (the “Purchase Price”). The
Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring
instructions on the Closing Date. On the Closing Date, the Company, shall either, at its option, deliver a certificate evidencing the
Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery
in book-entry form. 


 


1.2 Termination. This
Agreement and each of the obligations of the undersigned shall be null and void and without effect if the Closing does not occur prior
to December 31, 2021.


 


	 	2.	Representations and Warranties of Subscriber


 


The Subscriber represents
and warrants to the Company that:


 


2.1 No Government Recommendation
or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the
Company or the Offering of the Securities.


 






     


     


    

 


2.2 Accredited Investor.
Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being
made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act
and similar exemptions under state law.


 


2.3 Intent. Subscriber
is purchasing the Securities solely for investment purposes, for such Subscriber’s own account (and/or for the account or benefit
of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution thereof.


 


2.4 Restrictions on Transfer.
Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States
within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber
decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred
only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration
under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration
requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction.
Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described
in Section 8 hereof. Subscriber agrees that, if any transfer of its Securities or any interest therein is proposed to be made, as a condition
precedent to any such transfer Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company
with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not transfer
the Securities (unless otherwise permitted pursuant to the terms hereof). Subscriber further acknowledges that because the Company is
a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following
consummation of the Business Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of
any contractual transfer restrictions.


 


2.5 Sophisticated Investor.


 


(i) Subscriber is sophisticated
in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii) Subscriber is aware
that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, (a) the Securities
are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is available and (b) Subscriber has waived its redemption rights
with respect to the Securities as set forth in Section 5 hereof, and the Securities held by Subscriber are not entitled to, and have no
right, interest or claim to any monies held in the Trust Account, and accordingly Subscriber may suffer a loss of a portion or all of
its investment in the Securities. Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite period
of time.


 


2.6 Independent Investigation.
Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied
upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company,
its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement.
Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions
of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the Offering
and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents
that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning
this investment which Subscriber has requested.


 






     


     


    




 


2.7 Organization and Authority.
Subscriber is duly organized, validly existing and in good standing under the laws of the state of incorporation or formation and it possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8 Authority. This
Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable
principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state
securities laws or principles of public policy.


 


2.9 No Conflicts. The
execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated hereby do not
violate, conflict with or constitute a default under (i) Subscriber's charter documents, (ii) any agreement or instrument to which Subscriber
is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or any agreement, order, judgment or decree to
which Subscriber is subject.


 


2.10 No Legal Advice from
Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement
and the other agreements entered into between the parties hereto with Subscriber’s own legal counsel and investment and tax advisors.
Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties
hereto, Subscriber is relying solely on such review, counsel and advisors and not on any statements or representations of the Company
or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated
by this Agreement or the securities laws of any jurisdiction.


 


2.11 Reliance on Representations
and Warranties. Subscriber understands the Units are being offered and sold to Subscriber in reliance on exemptions from the registration
requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is
relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set
forth in this Agreement in order to determine the applicability of such provisions.


 


2.12 No General Solicitation.
Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation or general advertising, including
but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with respect to the IPO filed
with the Securities and Exchange Commission (“SEC”).


 


2.13 Legend. Subscriber
acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”),
in form and substance substantially as set forth in Section 4 hereof.


 


	 	3.	Representations, Warranties and Covenants of the Company


 


The Company represents and
warrants to, and agrees with, Subscriber that:


 


3.1 Valid Issuance of Capital
Stock. The total number of shares of all classes of ordinary and preferred shares which the Company has authority to issue is 110,000,000
ordinary shares and 1,000,000 preference shares (“Preferred Shares”). As of the date hereof, the Company has issued
and outstanding 6,611,500 Class B ordinary shares (of which up to 841,500 shares are subject to forfeiture) and no Preferred Shares. All
of the issued ordinary shares of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 






     


     


    

 


3.2 Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the terms of the Warrant Agreement to be entered into
by the Company and a warrant agent on the Closing Date in connection with the IPO and filed as an exhibit to the S-1 (the "Warrant
Agreement"), as the case may be, each of the Units, Placement Shares, Placement Warrants and the Warrant Shares will be duly
and validly issued, fully paid and non-assessable. On the date of issuance of the Units, the Warrant Shares shall have been reserved for
issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the
Subscriber will have or receive good title to the Units, Placement Shares and Placement Warrants, free and clear of all liens, claims
and encumbrances of any kind resulting from actions of, or any failure to act by, the Company, other than (i) transfer restrictions hereunder
and (ii) transfer restrictions under federal and state securities laws.


 


3.3 Organization and Qualification.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has
the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.4 Authorization; Enforcement.
(i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to
issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company
and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no
further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement constitutes
a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except
as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.


 


3.5 No Conflicts. The
execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not
(i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with, or constitute a default
under any agreement or instrument to which the Company is a party or by which it is bound or (iii) violate any law statute, rule or regulation
to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any SEC or state
securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which may
be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform
any of its obligations under this Agreement or issue the Units, Placement Shares, Placement Warrants or the Warrant Shares in accordance
with the terms hereof.


 


3.6 Additional Representations
and Warranties. The representations and warranties of the Company set forth in the underwriting agreement by and between the Company
and Cantor, dated the date hereof, are hereby incorporated herein.


  


	 	4.	Legends 


 


4.1 Legend. The Company
will issue the Units, Placement Shares and Placement Warrants, and, when issued, the Warrant Shares, purchased by Subscriber in the name
of Subscriber. The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 






     


     


    

 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A UNIT SUBSCRIPTION AGREEMENT BETWEEN NEWCOURT ACQUISITION CORP
AND CANTOR FITZGERALD & CO. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM THEREOF PURSUANT
TO THE TERMS SET FORTH IN THE UNIT SUBSCRIPTION AGREEMENT.”


 


4.2 Subscriber’s
Compliance. Nothing in this Section 4 shall affect in any way Subscriber’s obligations and agreements to comply with all applicable
securities laws upon resale of the Securities.


 


4.3 Company’s Refusal
to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities if, in the sole judgment
of the Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities
Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and applicable state securities
laws and (iii) in compliance herewith.


 


4.4 Registration Rights.
The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into between, among others, Subscriber and the Company, on or prior to the effective date of
the Registration Statement. Pursuant to the Registration Rights Agreement, the Subscriber may not exercise its demand and “piggyback”
registration rights after five (5) and seven (7) years after the effective date of the Registration Statement and may not exercise its
demand rights on more than one occasion.


 


	 	5.	Waiver of Liquidation Distributions.


 


In connection with the Securities
purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any
distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company’s
consummation of the Business Combination, or (ii) upon the Company’s redemption of Common Shares upon the Company’s failure
to consummate the Business Combination within 15 months from the completion of the IPO or the liquidation of the Company prior to the
expiration of such 15 month period. In the event Subscriber purchases Common Shares in the IPO or in the aftermarket (“Public
Shares”), Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Common
Shares in the IPO.


 


	 	6.	Termination of Placement Warrants.


 


6.1 Failure to Consummate
Business Combination. The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company
does not consummate the Business Combination within 15 months from the completion of the IPO, or such later date as set forth in the Company’s
amended and restated memorandum and articles of association.


 


6.2 Termination of Rights
as Holder. If the Placement Warrants are terminated in accordance with Section 6.1, then after such time, Subscriber (or its successor
in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company shall take such action as is appropriate
to cancel such Placement Warrants. The Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of
effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company necessary to effect the foregoing.


 






     


     


    

 


	 	7.	Rescission Right Waiver and Indemnification.


 


7.1 The Subscriber
understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation
of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the offer and
sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchases of the Units.
In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the amounts in the Trust
Account from claims that may adversely affect the Company or the interests of its shareholders, Subscriber hereby agrees to waive, to
the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek
rescission of its purchase of the Units to the extent that such rescission right results from actions of Subscriber that result in the
IPO being deemed a general solicitation with respect to the Units. The Subscriber acknowledges and agrees this waiver is being made in
order to induce the Company to sell the Units to Subscriber. The Subscriber agrees the foregoing waiver of rescission rights shall apply
to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and
related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection
therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred
in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual
or asserted right to rescind the purchase of the Units hereunder as a result of the IPO being deemed a general solicitation.


 


7.2 The Subscriber
agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim
that may arise now or in the future, provided that nothing herein shall preclude Subscriber from making any Claim or seeking recourse
against the funds held outside of the Trust Account or seeking payment of any deferred underwriting fee due and payable pursuant to the
underwriting agreement for the IPO.


 


7.3 The Subscriber
agrees that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver
for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal
right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.


 


	 	8.	Lock-Up Period


 


8.1 The Subscriber
agrees that it shall not Transfer (as defined in Section 8.2) any Securities until 30 days following the consummation of the Business
Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any affiliate
or family member of any of the Company’s officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber
or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a
trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such 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 any
forward purchase agreement or similar arrangement or in connection with the consummation of the 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 Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s
governing documents upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange,
reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their
ordinary shares for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of
clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound
by the Transfer restrictions herein.


 






     


     


    

 


8.2 For purposes of
Section 8.1, the term “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge,
grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase
of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any
of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


8.3 In addition to
the restrictions on transfer described in Section 8.1, Subscriber acknowledges and agrees that the Units and their component parts and
the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”)
and will therefore, pursuant to FINRA Rule 5110(e)(1), be subject to lock-up for 180 days from the commencement of sales in the IPO. Additionally,
the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated
or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the
Securities by any person for a period of 180 days immediately following the commencement of sales in the IPO, except to any FINRA member
participating in the IPO and the officers or partners, registered persons or affiliates of such participating FINRA member.


 


	 	9.	Terms of the Units and Placement Warrant


 


The Units and their component
parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and their component parts will be subject
to transfer restrictions, except in limited circumstances, until 30 days following the consummation of the Business Combination, (ii)
the Placement Warrants will be non-redeemable so long as they are held by Subscriber (or any of its permitted transferees), and will be
exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees and will expire on the fifth anniversary
of the commencement of sales in the IPO and (iii) the Units and their component parts are being purchased pursuant to an exemption from
the registration requirements of the Securities Act and will become freely tradable only after they are registered or an exemption from
registration is available, and the restrictions described above in clause (i) have expired.


 


	 	10.	Governing Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state.
The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.


 


	 	11.	Assignment; Entire Agreement; Amendment


 


11.1 Assignment. Neither
this Agreement nor any rights hereunder may be assigned by any party to any other person other than by a Subscriber to a person agreeing
to be bound by the terms hereof, including the waiver contained in Section 7 hereof.


 






     


     


    

 


11.2 Entire Agreement.
This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature among them.


 


11.3 Amendment. Except
as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other
than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.


 


11.4 Binding upon Successors.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and permitted assigns.


 


	 	12.	Notices


 


12.1 Notices. Unless
otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally
delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which
for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified
mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice
to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent
by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then
three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic
mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (b) if by a posting on an
electronic network together with separate notice to the stockholder of such specific posting, upon the later of (1) such posting and (2)
the giving of such separate notice; and (c) if by any other form of electronic transmission, when directed to the shareholder.


 


	 	13.	Counterparts


 


This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


	 	14.	Survival; Severability


 


14.1 Survival. The
representations, warranties, covenants and agreements of the parties hereto shall survive the Closing.


 


14.2 Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.


 


	 	15.	Headings.


 


The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


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Accepted and agreed on the date set forth above.


 


	 	NEWCOURT ACQUISITION CORP 
	 	 	 
	 	By:	 /s/ Marc Balkin
	 	 	Name: Marc Balkin
	 	 	Title: Chief Executive Officer


 


Accepted and agreed on the date set forth above.


 


	 	SUBSCRIBER:
	 	 
	 	CANTOR FITZGERALD & CO.
	 	 
	 	By:	 /s/ Sage Kelly
	 	 	Name: Sage Kelly
	 	 	Title: Global Head of Investment Banking