Exhibit 10.6


 


UNIT SUBSCRIPTION AGREEMENT


 


This UNIT SUBSCRIPTION AGREEMENT
(this “Agreement”) is made as of the [●] day of 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 Newcourt SPAC Sponsor LLC (the “Subscriber”).


 


WHEREAS, the Company desires
to sell on a private placement basis (the “Offering”) an aggregate of 650,000 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 third of one warrant to purchase one Class A ordinary share (“Warrant”), for a purchase price of $6,500,000,
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 consummation of the Business Combination; 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 (as defined below), 650,000 Units for a purchase price of
$6,500,000 (the “Purchase Price”).


 


1.2 Delivery of the Purchase
Price. Upon execution of this Agreement, the Company is bound to fulfill its obligations hereunder and the Subscriber hereby irrevocably
commits to deliver either directly into a trust account (the “Trust Account”) held at Morgan Stanley Smith Barney LLC
or any other financial institution chosen by the Company, with Continental Stock Transfer & Trust Company acting as trustee (“Continental”),
the Purchase Price in immediately available funds by wire transfer or such other form of payment as shall be acceptable to the Trustee,
in its sole and absolute discretion, one (1) business day prior to the effective date of the Registration Statement.


 


1.3 Closing. The closing
of the Offering (the “Closing”), shall take place at the offices of Reed Smith LLP, simultaneously with the closing
of the IPO on or before December 31, 2021 (the “Closing Date”).


 


1.4 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 of an agreement (the “Letter Agreement”) to be entered
into with respect to the Securities between, among others, Subscriber and the Company, as described in the Registration Statement), and
not with a view to the distribution thereof and Subscriber has no present arrangement to sell the Securities to or through any person
or entity except as may be permitted under the Letter Agreement. Subscriber shall not engage in hedging transactions with regard to the
Securities unless in compliance with the Securities Act.


 


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 Letter Agreement, as described in the Registration Statement).
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’s
managers and members are individually accredited investors and are sophisticated in financial matters and 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 Delaware 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 5,912,500 Class B ordinary shares (of which up to 750,000 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 Warrant Agreement (as defined in Section 8.1),
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 pursuant
to the Letter Agreement 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 State of Delaware 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.


 


	 	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 LETTER AGREEMENT AMONG NEWCOURT ACQUISITION CORP AND THE OTHER
PARTIES THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM THEREOF PURSUANT TO
THE TERMS SET FORTH IN THE LETTER 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 and with the Letter Agreement.


 


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.


 


	 	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 shares of Common Stock upon the Company’s
failure to consummate the Business Combination within 24 months from the completion of the IPO or the liquidation of the Company prior
to the expiration of such 24 month period. In the event any Subscriber purchases shares of Common Stock in the IPO or in the aftermarket
(“Public Shares”), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s consummation
of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms
offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates,
within 24 months from the completion of 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 24 months from the completion of the IPO.


 


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. 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 or relating to the purchase of the Units and the transactions contemplated hereby.


 






     


     


    

 


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.


 


7.3 The Subscriber
acknowledges and agrees that the shareholders of the Company are and shall be third-party beneficiaries of this Section 7.


 


7.4 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.	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 (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.


 


	 	9.	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.


 


	 	10.	Assignment; Entire Agreement; Amendment	
     



 


10.1 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.


 


10.2 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.


 


10.3 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.


 


10.4 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.


 


	 	11.	Notices


 


11.1 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.


 






     


     


    

 


	 	12.	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.


 


	 	13.	Survival; Severability


 


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


 


13.2 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.


 


	 	14.	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:	 
	 	 	Name: Marc Balkin
	 	 	Title: Chief Executive Officer


 


Accepted and agreed on the date set forth above.


 


	 	
    SUBSCRIBER:

    NEWCOURT SPAC SPONSOR LLC

	 	 	 
	 	By:	 
	 	 	Name: Daniel Rogers
	 	 	Title: Manager