Exhibit 10.2


[●], 2021


Newcourt Acquisition Corp


2201 Broadway, Suite 705


Oakland, CA 94612


 


	 	Re:	Initial Public Offering


 


Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be
entered into by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and
Barclays Capital Inc. and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several
underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating
to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s
units (including up to 3,000,000 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-third 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 No. 333-254328)
and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and the Company shall apply to have the Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in
Section 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Newcourt SPAC Sponsor LLC (the “Sponsor”) and the undersigned
individuals, each of whom is a member of the Company’s board of directors and/or management team, hereby agree with the Company
as follows:


 


1. (a) The officers and directors of the Company
will not enter into a binding agreement for a proposed Business Combination or propose any Business Combination to shareholders of the
Company unless such action is first approved by the Sponsor.


 


(b) Subject to Section 1(a), the Sponsor and each
Insider agrees that (A) if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed
Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business Combination and
(ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval, (B) if the Company engages in a tender
offer in connection with any proposed Business Combination, it, he or she shall not sell any Shares to the Company in connection therewith
and (C) if the Company seeks shareholder approval of any proposed amendment to the Charter prior to the consummation of a Business Combination,
it, he or she shall not redeem any Shares owned by it, him or her in connection with such shareholder approval.


 


2. (a) The Sponsor and each
Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the time period set forth
in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully
available funds therefor, redeem 100% of the Ordinary Shares sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if
any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) above to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements
of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter (i) that would affect the substance
or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within the time period described in the Prospectus or (ii) with respect to any other provision relating to shareholders’ rights
or pre-Business Combination activity, unless the Company provides its public shareholders with the opportunity to redeem their Ordinary
Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any
taxes, divided by the number of then outstanding Offering Shares.


 



     


     


    




 


(b) Each Insider who is a member of the Company’s
board of directors hereby agrees that in the event of such Insider’s resignation or removal from the Company’s board of directors
prior to the Company’s consummation of the initial Business Combination, the Insider shall Transfer any Founder Shares that they
hold to the Sponsor. The Sponsor that would otherwise receive such Founder Shares has the sole and absolute discretion to waive this requirement.


 


The Sponsor and each Insider acknowledges that
it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the
Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each
Insider hereby further waives any claim such Sponsor or Insider may have in the future as a result of, or arising out of, any contracts
or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever except in each case with respect
to the Sponsor’s or the Insider’s right to a pro rata interest in the proceeds held in the Trust Fund for any Offering Shares
such Sponsor or Insider may hold.


 


3. During the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written
consent of the Representatives, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease 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 Commission promulgated thereunder, with respect to any Units, Ordinary Shares, Founder Shares, Warrants or any
securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (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 any Units, Ordinary
Shares, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it,
him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce
any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees
that, prior to the effective date of any release or waiver of the restrictions set forth in this Section 3, the Company shall announce
the impending release or waiver by press release through a major news service at least two business days before the effective date of
the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of such press
release. The provisions of this Section will not apply if the release or waiver is effected solely to permit a transfer not for consideration
and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration
that such terms remain in effect at the time of the transfer.


 


4. In the event of the liquidation of the
Trust Account, Newcourt SPAC Sponsor LLC (which for purposes of clarification shall not extend to any other shareholders, members or
managers of Newcourt SPAC Sponsor LLC) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the
Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or
(ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar
agreement or a Business Combination agreement (a “Target”); provided, however, that such
indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party
for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below
(i) $10.00 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account
due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the
amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a
third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to
any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third
party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the
right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company.


 



     


     


    

 





5. To the extent that the Underwriters do not exercise
their over-allotment option to purchase up to an additional 3,000,000 Units within 45 days from the date of the Prospectus (and as further
described in the Prospectus), the Sponsor agrees to surrender, at no cost, a number of Founder Shares in the aggregate equal to 750,000
multiplied by a fraction, (i) the numerator of which is 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise
of their over-allotment option, and (ii) the denominator of which is 3,000,000.


 


6. The Sponsor and each Insider hereby agrees and
acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider
of its, his or her obligations under Sections 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter Agreement (ii) monetary
damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition
to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) Subject to Section 7(c), the Sponsor and
each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) (w)
with respect to 25% of such shares, until consummation of the Company’s initial Business Combination, (x) with respect to 25% of
such shares, when the closing price of the Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following
the consummation of its initial Business Combination, (y) with respect to 25% of such shares, when the closing price of the Ordinary Shares
exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of its initial Business Combination and
(z) with respect to 25% of such shares, when the closing price of the Ordinary Shares exceeds $17.00 for any 20 trading days within a
30-trading day period following the consummation of its initial Business Combination, or earlier, in any case, if, following the initial
Business Combination, the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results
in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the
 “Founder Shares Lock-up Period”). For the avoidance of doubt, the satisfaction of any of the conditions of clauses
(x), (y) and (z) shall permit the termination of the transfer prohibition with respect to all Founder Shares included within that pricing
level or any lower pricing level.


 


(b) Subject to Section 7(c), the Sponsor and
each Insider agrees that it, he or she shall not Transfer any Placement Units, Placement Shares, Placement Warrants (or Ordinary Shares
issued or issuable upon the conversion or exercise of Placement Warrants), until 30 days after the completion of a Business Combination
(the “Placement Unit Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).


 


(c) Notwithstanding the provisions set
forth in Sections 7(a) and (b), Transfers of the Founder Shares, Placement Units, Placement Shares, Placement Warrants and Ordinary
Shares issued or issuable upon the exercise or conversion of Placement Warrants or the Founder Shares and that are held by the
Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (1) (a) to the
Company’s officers and directors, the Initial Holders, and other Insiders, (b) to an affiliate or immediate family member of
any of the Company’s officers, directors, Initial Holders and other Insiders, (c) to any member, officer or director of the
Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor, (d) by gift to any permitted
transferee under any of the immediately preceding subsections (a) through (c), a trust, the beneficiaries of which are one or more
permitted transferees under any of the immediately preceding subsections (a) through (c), or a charitable organization, (e) by
virtue of laws of descent and distribution upon death of any of the Company’s officers, directors, Initial Holders or members
of the Sponsor, (f) pursuant to a qualified domestic relations order, (g) in the event of the Company’s liquidation prior to
consummation of the initial Business Combination, (h) by virtue of the laws of the Cayman Islands or the Sponsors’ limited
liability company agreements upon dissolution of either Sponsor, (i) subsequent to the initial Business Combination, upon and in
connection with a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, (j) subsequent to the
initial Business Combination, in the event of a consolidation merger, share exchange or similar transaction in which the Company is
the surviving entity that results in a change in the majority of its board of directors or management team and (k) through private
sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the
consummation of the initial Business Combination at prices no greater than the price at which the Founder Shares, Placement Shares
or warrants were originally purchased; provided, however, that in the case of clauses (a) through (f), (h) and (k) these permitted
transferees must enter into a written agreement agreeing to be bound by these transfer restrictions, and (2) in connection with an
initial Business Combination with the consent of the Company to any third party that agrees in writing to be bound by the provisions
of this Letter Agreement applicable to Insiders (other than paragraph 1). For the avoidance of doubt, for the purposes of this
Letter Agreement, a managed account managed by the same investment manager of any member of the Sponsor shall be deemed an affiliate
of such member.


 






     


     


    

 


(d) Subject to the limitations described herein,
each Insider shall retain all of such Insider’s rights as a security holder during, as applicable, the Lock-Up Periods including,
without limitation, the right to vote, as the case may be, the Founder Shares and/or Placement Shares.


 


8. The Sponsor and each Insider represents and
warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association
or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not
omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished to the Company
is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to or a respondent in any
legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating
to the offering of securities in any jurisdiction; it or he has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities
and it or he is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in the Prospectus, neither
the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive
from the Company any finder’s fee, reimbursement or cash payments prior to, or in connection with any services rendered in order
to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is),
other than the amounts described in the Prospectus under the heading “Summary – The Offering – Limited Payments to Insiders.”


 


10. The Sponsor and each Insider has full right
and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or
director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of
the Company.


 


11. As used herein, (i) “Business
Combination” shall mean a merger, share exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Shares” shall mean,
collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean (a) the
5,912,500 Class B ordinary shares of the Company, par value $0.0001 per share, initially issued to the Sponsor (up to 750,000 Shares
of which are subject to complete or partial surrender by the Sponsor if the over-allotment option is not exercised by the
Underwriters) for an aggregate purchase price of $25,000, or approximately $0.004 per share, prior to the consummation of the Public
Offering; (iv) “Initial Holders” shall mean the Sponsor and any Insider that holds Founder Shares; (v)
 “Insiders” shall mean the Sponsor and its members, any holders of Founder Shares, any person who receives
Placement Units, Founder Shares or their respective underlying securities as a Permitted Transferee and each officer and director of
the Company; (vi) “Placement Shares” shall mean the Ordinary Shares sold as part of the Placement Units;
(vii) “Placement Warrants” shall mean the Warrants to purchase up to an aggregate of 216,666 Ordinary
Shares that are included in the Placement Units; (viii) “Placement Units” shall mean the aggregate of
650,000 Units of the Company (each Placement Unit consists of one-third of a Placement Warrant and one Placement Share) sold in the
Private Placement to the Sponsor for an aggregate purchase price of $6,500,000; (ix) “Private Placement”
shall mean that certain private placement transaction occurring simultaneously with the closing of the Public Offering pursuant to
which the Company has agreed to sell an aggregate of 650,000 Placement Units to the Sponsor; (x) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (xi) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited;
(xii) “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 Commission promulgated
thereunder with respect to, any security, (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 security, 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); and (xiii) “Charter” shall mean the Company’s memorandum and articles of association, as the
same may be amended from time to time.


 



     


     


    




 


12. This Letter Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof
or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct
a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13. No party hereto may assign either this Letter
Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported
assignment in violation of this Section shall be void and ineffectual and shall not operate to transfer or assign any interest or title
to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs
and assigns and permitted transferees.


 


14. Nothing in this Letter Agreement shall be construed
to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this
Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises
and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors,
heirs, personal representatives and assigns and permitted transferees.


 


15. This Letter Agreement may be executed in any
number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.


 


16. This Letter Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter
Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


17. This Letter 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. The parties hereto (i) all agree that any action,
proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts
of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall
be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


18. Any notice, consent or request to be given
in connection with any of the terms or provisions of this Letter 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 facsimile transmission.


 



     


     


    




 


19. This Letter Agreement shall terminate on the
earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement
shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2021; provided further that
Section 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 



     


     


    

 


	 	Sincerely,
	 	 
	 	NEWCOURT ACQUISITION CORP
	 	 
	 	By:	 
	 	Name: Marc Balkin
	 	Title:   Chief Executive Officer
	 	 
	 	NEWCOURT SPAC SPONSOR LLC
	 	 
	 	By:	 
	 	Name: Daniel Rogers
	 	Title:   Manager
	 	 
	 	Name: Michael Jordaan
	 	 
	 	Name: Marc Balkin
	 	 
	 	Name: Daniel Rogers
	 	 
	 	Name: Rohit Bodas
	 	 
	 	Name: Simran Agarwal
	 	 
	 	Name: Nicole Farb 



 


[Signature Page to Letter Agreement]