Exhibit 10.8


NEWCOURT ACQUISITION CORP


2201 Broadway, Suite 705


Oakland, CA 94612


[●], 2021


 


Newcourt SPAC Sponsor LLC


2201 Broadway, Suite 705


Oakland, CA 94612


 


	 	Re:	Administrative Services Agreement
	 	 	 


Gentlemen:


 


This letter agreement by and between Newcourt Acquisition
Corp, a Cayman Islands exempted company (the “Company”) and Newcourt SPAC Sponsor LLC (“Sponsor”), dated as of
the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq
Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities
and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company
of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such
earlier date hereinafter referred to as the “Termination Date”):


 


(i) Sponsor or one of its affiliates shall make
available to the Company, at 2201 Broadway, Suite 705, Oakland, CA 94612 (or any successor location of Sponsor or its affiliates), certain
office space, utilities, and shared personnel support services as may be reasonably requested by the Company. In exchange therefor, the
Company shall pay Sponsor the sum of $20,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date;
and


 


(ii) Sponsor hereby irrevocably waives any and
all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any and all right to seek
payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this letter agreement, which Claim
would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further
agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets
in the Trust Account for any reason whatsoever.


 


This letter agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this letter agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment
in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the
purported assignee.


 


This letter agreement, the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of
laws principles.


 


[Signature pages follows]





 






     


     


    

 


	
    Very truly yours,
	 
	 	 
	NEWCOURT ACQUISITION CORP 	 
	 	 
	By:	 	 	 
	 	Name:	Marc Balkin	 
	 	Title:	Chief Executive Officer	 


 


AGREED TO AND ACCEPTED BY:


 


NEWCOURT SPAC SPONSOR LLC


 


	By:	 	 	 
	 	Name:	 Daniel Rogers 	 
	 	Title:	 Manager	 


 


[Signature Page to Administrative Services Agreement]