**Exhibit 4.12**

 

**Execution Version**

 

**AMENDMENT TO ENGAGEMENT LETTER**

 

This Amendment(this “***Amendment***”) is made and entered into as of January 22, 2024 (the “***Amendment EffectiveDate***”) by and between J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division(“***CCM***”), and Newcourt Acquisition Corp (“***Client***”).

 

RECITALS

 

**WHEREAS**,CCM and Client are party to that certain Engagement Letter dated as of February 9, 2023 (the “***Engagement Letter***”);

 

**WHEREAS**,Client has entered into that certain Amended and Restated Business Combination Agreement, dated as of July 31, 2023 (as may be amendedfrom time to time, the “***Business Combination Agreement***,” and the transactions contemplated thereby, the “***Transaction***”)with Psyence Biomed II Corp. (including any affiliates thereof, “***Psyence***”) and certain other parties. For theavoidance of doubt, for purposes hereof, all references to “Client” herein shall also refer to any successor entity to Clientfollowing the Transaction. For the avoidance of doubt, following the Transaction with Psyence, for purposes hereof, all references tothe “Client” herein shall also refer to “Psyence Biomedical Ltd.”, the public entity parent to Client (the “***Successor***”);

 

**WHEREAS**,in connection with the Business Combination Agreement and the closing of the Transaction (the “***Closing***”), CCMand Client desire to amend the Engagement Letter to modify the Transaction Fee (as defined below) payable by Client to CCM pursuant tothe Engagement Letter as amended hereby; and

 

**WHEREAS**,Section 10(h) of the Engagement Letter provides that the Engagement Letter may not be amended or modified except in writingsigned by each party thereto.

 

**NOW,THEREFORE**, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and by their signaturesto this Amendment, CCM and Client hereby amend the Engagement Letter in the following manner:

 

1.           Definitions. Unless otherwise indicated herein,words and terms which are defined in the Engagement Letter shall have the same meaning where used in this Amendment without any definitionincluded herein.

 

2.            Amendmentsto the Engagement Letter.

 

(a)           Section 1of the Engagement Letter is hereby amended in its entirety to read as follows:

 

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“1. Fee and Expenses. Clientshall pay CCM a transaction fee (the “***Transaction Fee***”)

 

in consideration for the servicesprovided hereunder in an amount equal to 150,000 shares of common stock (the “***Shares***”) of the publiclylisted post-business combination company (the “***Post-Closing Company***”) which shares shall be issued to CCM(or its affiliated designee) in book entry form at the close of the Transaction and shall be duly authorized, validly issued, fullypaid and non-assessable when issued. Client agrees that it will use reasonable best efforts to file with the Securities and ExchangeCommission (at Client’s sole cost and expense) a registration statement registering the resale of the Shares (the “***Registration Statement***”) as promptly as practicable following the issuance thereof to CCM (or itsdesignee), and in any case within thirty (30) days of such issuance, and shall use its reasonable best efforts to have theRegistration Statement declared effective as soon as practicable after the filing thereof. Client agrees to cause the RegistrationStatement, or another shelf registration statement that includes the Shares, to remain effective until the earliest of (i) thesecond anniversary of the date on which the Registration Statement is declared effective, (ii) the date on which CCM ceases tohold any Shares covered by such Registration Statement, or (iii) the first date on which CCM is able to sell all of its Sharesissued hereunder under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be soldand without the requirement for Client to be in compliance with the current public information required underRule 144(c)(1) (or Rule 144(i)(2), if applicable).

 

The fees described in this Section 1are compensation for the Engagement, which consists of work directly related to the Transaction. Any work outside of the scope of theEngagement shall be subject to additional compensation as separately agreed by the parties hereto.

 

Client also agrees to reimburse CCM uponconsummation of the Transaction or upon termination of this letter agreement as amended from time to time, for CCM’s reasonableand documented out-of-pocket expenses, including the reasonable fees and disbursements of outside attorneys arising in connection withany matter referred to herein, whether or not a Transaction is consummated, plus any sales, use or similar taxes (including additionsto such taxes, if any) on any such expenses.”

 

(b)            Section 11 is hereby added to theEngagement Letter and it shall read as follows:

 

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“11. Lock-Up.

 

(a)          CCMhereby agrees not to, during the period (the “***Lock-Up Period***”) commencing from the Closing and ending onthe earliest of (x) one hundred eighty (180) days after the Closing; provided, however, that in the event that Purchaser (asdefined in that certain Securities Purchase Agreement by and among Successor, Psyence and the other parties thereto, dated as ofJanuary 15, 2024 (as may be amended from time to time in accordance with the terms thereof, the “***SecuritiesPurchase Agreement***”) delays investment of the Subscription Amounts (as defined in the Securities Purchase Agreement)with respect to the Second Tranche Note (as defined in the Securities Purchase Agreement) due to the occurrence of an event outlinedin Section 2.1(b) of the Securities Purchase Agreement, such period shall be extended by 60 days or such earlier date asthe deficiency is resolved, and (y) subsequent to the Closing, the date on which the Successor consummates a liquidation,merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Successor’sshareholders having the right to exchange the common shares of the Successor for cash, securities or other property, (i) lend,offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase anyoption or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly orindirectly, any Shares issued or issuable to CCM pursuant to this letter agreement as it may be amended from time to time(“***Restricted Securities***”), (ii) enter into any swap or other arrangement that transfers to another,in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose theintention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to besettled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses(i), (ii) or (iii), a “***Prohibited Transfer***”). The foregoing sentence shall not apply to the transferof any or all of the Restricted Securities (I) by gift, will or intestate succession upon death, (II) to any PermittedTransferee (as defined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets inconnection with the dissolution of marriage or civil union, or (IV) to Successor in accordance with the requirements of theBusiness Combination Agreement; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to suchtransfer that the transferee executes and delivers to Successor an agreement stating that the transferee is receiving and holdingthe Restricted Securities subject to the provisions of this Section 11 applicable to CCM, and there shall be no furthertransfer of such Restricted Securities except in accordance with such section. As used in this letter agreement as amended from timeto time, the term “***Permitted Transferee***” shall mean: (A) if the holder is an individual, members ofthe holder’s immediate family (for purposes hereof, “immediate family” shall mean with respect to any naturalperson, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse ordomestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and hisor her spouse or domestic partner and siblings), (B) any trust for the direct or indirect benefit of the holder or theimmediate family of the holder, (C) if the holder is a trust, to the trustor or beneficiary of such trust or to the estate of abeneficiary of such trust, (D) if the holder is an entity, as a distribution to limited partners, shareholders, members of, orowners of similar equity interests in the holder upon the liquidation and dissolution of the holder, and (E) to any affiliateof the holder. CCM further agrees to execute such agreements as may be reasonably requested by Successor that are consistent withthe foregoing or that are necessary to give further effect thereto.

 

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(b)          Ifany Prohibited Transfer is made or attempted contrary to the provisions of this Section 11, such purported Prohibited Transfer shallbe null and void ab initio, and Successor shall refuse to recognize any such purported transferee of the Restricted Securities as oneof its equity holders for any purpose. In order to enforce this Section 11, Successor may impose stop-transfer instructions withrespect to the Restricted Securities of CCM (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.

 

(c)          Duringthe Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantiallythe following form, in addition to any other applicable legends:

 

“THE SECURITIES REPRESENTED BY THISCERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN ENGAGEMENT LETTER, DATED FEBRUARY 9, 2023, AS AMENDED ON JANUARY 22,2024, BY AND AMONG J.V.B. FINANCIAL GROUP, LLC AND NEWCOURT ACQUISITION CORP (ALONG WITH ANY SUCCESSORS THERETO, THE “ISSUER”).A COPY OF THE ENGAGEMENT LETTER, AS AMENDED, WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

 

(d)          Inthe event of any conflict or inconsistency between this Section 11 and any agreement between CCM and Client entered into prior tothe Closing, this Section 11 shall control.

 

(e)          Theparties hereto agree that irreparable damage would occur if any of the provisions contained in paragraphs (a) through (c) ofthis Section 11 (the “***Lockup Provisions***”) and the registration rights obligations set forth in Section 1werenot performed in accordance with the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctionsto prevent breaches of the Lockup Provisions and such registration rights obligations or to enforce specifically the performance of theterms and provisions thereof, without proof of actual damages or otherwise, in addition to any other remedy to which they are entitledat law or in equity. Each of the parties hereto hereby further waives (i) any defense in any action for specific performance thata remedy at law would be adequate, and (ii) any requirement under any law to post security or a bond as a prerequisite to obtainingequitable relief.”

 

(f)           Notwithstandinganything contained herein to the contrary, if any other lock-up agreement in existence on the date of the Closing is amended or modified,or any provision therein is waived, in such a manner that results in such lock-up agreement having less restrictive terms and conditionsthan those set forth in this Section 11, then, effective as of the amendment, modification or waiver of such other lock-up agreement,this Section 11 shall automatically be deemed to be amended or modified to reflect the terms and conditions contained in the amendment,modification or waiver of such other lock-up agreement.

 

3.            ContinuedValidity of Engagement Letter. Except as specifically amended hereby, the Engagement Letter shall remain in full force and effectand all of the rights and obligations under the Engagement Letter are affirmed. In the event of a conflict between this Amendment andthe Engagement Letter, this Amendment shall control.

 

4.            GoverningLaw; Dispute Resolution. This Amendment and any controversy arising out of or relating to this Amendment shall be governed by andconstrued in accordance with the internal laws of the State of New York, without giving effect to the conflicts of law principles thereof.Section 10 of the Engagement Letter is hereby incorporated by reference into this Amendment as if such provision were set forth infull herein *mutatis mutandis*and shall apply hereto.

 

5.            Counterparts.This Amendment may be executed in two or more counterparts (including facsimile or “pdf” counterparts), each of which shallbe deemed an original, but all of which together shall constitute one and the same instrument.

 

[Signature Page Follows]

 

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**INWITNESS WHEREOF**, the parties hereto have executed this Amendment as of the date first above written.