Exhibit 4.4


 


WARRANT AGREEMENT


between


NEWCOURT ACQUISITION CORP


and


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated [●], 2021


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of [●], 2021, is by and between Newcourt Acquisition Corp, a Cayman Islands exempted
company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS, on [●], 2021,
the Company entered into that certain Placement Unit Subscription Agreement, with Newcourt SPAC Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 650,000 Units (as defined
below) for an aggregate purchase price of $6,500,000 (“Placement Units”), each Unit consisting of one Class
A ordinary share (as defined below) (“Placement Shares”) and one-third of one warrant to purchase one Placement
Share (the “Placement Warrants”) of the Company, and, in connection therewith, has determined to issue and deliver
up to 216,667 Placement Warrants bearing the legend set forth in Exhibit B hereto, to be sold simultaneously with the closing of
the Offering (as defined below). Each Placement Warrant entitles the holder thereof to purchase one Placement Share at a price of $11.50
per share, subject to adjustment as described herein; and


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsor, members of the Company’s management team or any of their respective affiliates or third parties may, but are not obligated
to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into Units at a price
of $10.00 per Unit, each Unit consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share
(the “Loan Warrants”); and


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such
unit comprised of one Class A ordinary share and one-third of one Public Warrant (as defined below) (the “Public Units”,
and together with the Placement Units, the “Units”) and, in connection therewith, has determined to issue and
deliver up to 7,666,667 redeemable warrants (including up to 1,000,000 redeemable warrants subject to the Over-allotment Option) to public
investors in the Offering (the “Public Warrants” and, together with the Placement Warrants and the Loan Warrants,
the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the
Company, par value $0.0001 per share (“Class A ordinary shares”), for $11.50 per share, subject to adjustment
as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of
a Warrant; and


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, No. 333-254328
(the “Registration Statement”) and prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the
Class A ordinary shares included in the Units; and


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.


 






     


     


    

 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1.      
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 


2.      
Warrants.


 


2.1      
Form of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be
in substantially the form of Exhibit B hereto, the provisions of which are incorporated herein and shall be signed by,
or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary
or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented by
one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).


 


2.2      
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3      
Registration.


 


2.3.1          
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the
Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented
by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”)
and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall
be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for
each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect
to a Warrant in its account, a “Participant”).


 


If the Depositary
subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent
regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no
longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant
Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant
Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with
appropriate insertions, modifications and omissions, as provided above.


 


2.3.2           Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for
the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.


 






     


     


    

 


2.4      
Detachability of Warrants. The Class A ordinary shares and Public Warrants comprising the Units shall begin separate trading
on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Barclays
Capital Inc. and Cantor Fitzgerald & Co., acting as representatives of the underwriters, but in no event shall the Class A ordinary
shares and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K
with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including
the proceeds then received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering
(the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K,
and (B) the Company issues a press release and files with the Commission a current report on Form 8-K announcing when such separate trading
shall begin.


 


2.5      
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of
the Units, each of which is comprised of one Class A ordinary share and one-third of one whole Public Warrant. If, upon the detachment
of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall
round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6      
Placement Warrants; Loan Warrants.


 


2.3.1          
The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by
the Sponsor or any of their Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: (i) may be exercised
for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Class A ordinary shares
issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold until thirty (30) days
after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section
6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below)
is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that
in the case of clause (ii), the Placement Warrants and the Loan Warrants and any Class A ordinary shares held by the Sponsor or any of
their Permitted Transferees that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders
thereof:


 


(a)       
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any members or partners of the Sponsors or their affiliates, any affiliates of the Sponsors or any employees of such affiliates;


 


(b)      
in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of
which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization;


 


(c)       
in the case of an individual, by virtue of laws of descent and distribution upon death of the 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 the completion of the Company’s Business Combination at prices no greater
than the price at which the securities, were originally purchased;


 


(f)        
 by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of
our Sponsor;


 


(g)      
to the Company for no value for cancellation in connection with the completion of its initial Business Combination;


 


(h)      
in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or


 


(i)        
in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results
in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property;
provided, however, that, in the case of (a) through (g), these transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions  in this Agreement and the
other restrictions contained in (1) the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s
officers and directors and (2) the Private Placement Unit Purchase Agreement between the Company and the Sponsor.


 






     


     


    

 


3.      
Terms and Exercise of Warrants.


 


3.1      
Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant
and of this Agreement, to purchase from the Company the number of Class A ordinary shares stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to
a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which Class A ordinary shares
may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior
to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided that the Company shall provide
at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any
such reduction shall be identical among all of the Warrants.


 


3.2       Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more
businesses (a “Business Combination”), and (ii) the date that is twelve (12) months from the date of the
closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the date that is five
(5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in
accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time, if
the Company fails to complete a Business Combination, and (z) other than with respect to the Placement Warrants and the Loan
Warrants then held by the Sponsor or its Permitted Transferees with respect to a redemption pursuant to Section 6.1 hereof
or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section
6.2 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof
(the “Expiration Date”); provided, however, that the exercise of any Warrant shall be
subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an
effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the
Redemption Price (as defined below) (other than with respect to a Placement Warrant or a Loan Warrant then held by the Sponsor or
its Permitted Transferees in connection with a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or
exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) in the event
of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Placement Warrant or Loan Warrant then held by
the Sponsor or its Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference
Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2
hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion
may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least
twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any
such extension shall be identical in duration among all the Warrants.


 


3.3      
Exercise of Warrants.


 


3.3.1          
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder
thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants
to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant
Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A
ordinary shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the
Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s
procedures, and (iii) the payment in full of the Warrant Price for each Class A ordinary share as to which the Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A ordinary
shares and the issuance of such Class A ordinary shares, as follows:


 


(a)       
in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;


 


(b)      
[Reserved];


 


(c)       
with respect to any Placement Warrant or Loan Warrant, so long as such Placement Warrant or Loan Warrant is held by the Sponsor
or a Permitted Transferee, by surrendering the Warrants for that number of Class A ordinary shares equal to (i) if in connection with
a redemption of Placement Warrants or Loan Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with
respect to a Make-Whole Exercise and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Class
A ordinary shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value” (as defined
in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this
subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale price of the
Class A ordinary shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise
of the Warrant is sent to the Warrant Agent;


 






     


     


    

 


(d)      
on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e)       
on a cashless basis, as provided in Section 7.4 hereof.


 


3.3.2           Issuance
of Class A ordinary shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Class A ordinary shares to which he,
she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the
Company, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as
applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the
Company shall not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Warrant and shall have no
obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A
ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the
Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant
shall be exercisable and the Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant unless the
Class A ordinary shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration
or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the
conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall
not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a
Unit containing such Public Warrant shall have paid the full purchase price for the Unit solely for the Ordinary Share underlying
such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of
Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any
exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such
Warrant, to receive a fractional interest in a Class A ordinary share, the Company shall round down to the nearest whole number, the
number of Class A ordinary shares to be issued to such holder.


 


3.3.3          
Valid Issuance. All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with this Agreement
and the amended and restated memorandum and articles of association of the Company, shall be validly issued as fully paid and nonassessable.


 


3.3.4          
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Class A ordinary
shares is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder
of record of such Class A ordinary shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant,
except that, if the date of such surrender and payment is a date when the register of members of the Company or book-entry system of the
Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding
date on which the share transfer books or book-entry system are open.


 


3.3.5           Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the
holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to
such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would
beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Class A ordinary shares outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A ordinary
shares beneficially owned by such person and its affiliates shall include the number of Class A ordinary shares issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Class A ordinary
shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such
person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the
Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except
as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the
Warrant, in determining the number of outstanding Class A ordinary shares, the holder may rely on the number of outstanding Class A
ordinary shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q,
Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by
the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such
capacity, the “Transfer Agent”), setting forth the number of Class A ordinary shares outstanding. For any
reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm
orally and in writing to such holder the number of Class A ordinary shares then outstanding. In any case, the number of issued and
outstanding Class A ordinary shares shall be determined after giving effect to the conversion or exercise of equity securities of
the Company by the holder and its affiliates since the date as of which such number of issued and outstanding Class A ordinary
shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the
Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that
any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






     


     


    

 


4.      
Adjustments.


 


4.1      
Share Capitalizations.


 


4.1.1          
Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued
and outstanding Class A ordinary shares is increased by a share capitalization, or by a sub-division of Class A ordinary shares or other
similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A ordinary
shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Class A ordinary
shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a price less
than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of Class A ordinary
shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any
other equity securities sold in such rights offering that are convertible into or exercisable for the Class A ordinary shares) multiplied
by (ii) one (1) minus the quotient of (x) the price per Class A ordinary share paid in such rights offering divided by (y) the Historical
Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable
for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there shall be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market
Value” means the volume weighted average price of the Class A ordinary shares as reported during the ten (10) trading day period
ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights. No Class A ordinary shares shall be issued at less than their par value.


 


4.1.2           Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary
shares (or other shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b)
Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Class A ordinary shares in
connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Class A ordinary
shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of
association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the
Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete
its initial Business Combination within the time period required by the Company’s amended and restated memorandum and articles
of association, as amended from time to time, or (ii) with respect to any other provision relating to shareholders’ rights or
pre-initial Business Combination activity, (e) as a result of the repurchase of Class A ordinary shares by the Company if a proposed
initial Business Combination is presented to the shareholders of the Company for approval or (f) in connection with the redemption
of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its
assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such
Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors
(the “Board”), in good faith) of any securities or other assets paid on each Class A ordinary share in
respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash
Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share
amounts of all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on
the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in
other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of Class A ordinary shares issuable on exercise of each Warrant) to the extent it does not exceed
$0.50 (being 5% of the offering price of the Units in the Offering).


 


4.2      
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number
of issued and outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share split or reclassification
of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split,
reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant shall be decreased in proportion
to such decrease in issued and outstanding Class A ordinary shares.


 


4.3      
Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants
is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent)
by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of
Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of
which shall be the number of Class A ordinary shares so purchasable immediately thereafter.


 






     


     


    

 


4.4      
Raising of Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Class A ordinary
shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at
an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price
to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or their affiliates, without taking into
account any Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B ordinary shares”),
held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y)
the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available
for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business
Combination (net of redemptions), and (z) the volume-weighted average trading price of Class A ordinary shares during the twenty (20)
trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such
price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger
prices described in Section 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100%
and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.


 


4.5       Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class A
ordinary shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of
such Class A ordinary shares), or in the case of any merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the
basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A ordinary shares of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if
such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that (i) if the holders of the Class A ordinary shares were entitled to
exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or
merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant
shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the
Class A ordinary shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or
redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares (other than a tender, exchange
or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in
the Company’s amended and restated memorandum and articles of association or as a result of the repurchase of Class A ordinary
shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under
circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or
associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any
such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of
the issued and outstanding Class A ordinary shares, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a
shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such
offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the
adjustments provided for in this Section 4; provided further that if less than 70% of the consideration receivable by
the holders of the Class A ordinary shares in the applicable event is payable in the form of shares in the successor entity that is
listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty
(30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report
on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i)
the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event
less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value”
means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model
for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”). For
purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of each
Class A ordinary share shall be the volume weighted average price of the Class A ordinary shares as reported during the ten (10)
trading day period ending on the trading day prior to the effective date of the applicable event, (iii) the assumed volatility shall
be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day
of the announcement of the applicable event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate
for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration
paid to holders of the Class A ordinary shares consists exclusively of cash, the amount of such cash per Class A ordinary share, and
(ii) in all other cases, the volume weighted average price of the Class A ordinary shares as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization
also results in a change in Class A ordinary shares covered by subsection 4.1.1, then such adjustment shall be made pursuant
to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no
event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 






     


     


    

 


4.6      
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give written notice of
the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the
record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity
of such event.


 


4.7       No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to such holder.


 


4.8      
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change
in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9      
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent registered public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment;
provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.9 as a result
of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner
that is consistent with any adjustment recommended in such opinion.


 


4.10   
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of
an adjustment to the conversion ratio of the Class B ordinary shares into Class A ordinary shares or the conversion of the Class B ordinary
share into Class A ordinary shares, in each case, pursuant to the Company’s amended and restated memorandum and articles of association,
as amended from time to time.


 


5.      
Transfer and Exchange of Warrants.


 


5.1      
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon
the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled
shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2      
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except
as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only
to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided
further, however that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the
Placement Warrants and the Loan Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof
until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether
the new Warrants must also bear a restrictive legend.


 






     


     


    

 


5.3      
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall
result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4      
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5      
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6      
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with
the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants
on and after the Detachment Date.


 


6.      
Redemption.


 


6.1      
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00. Subject to Section 6.5
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period,
at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at
a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value (as defined below) equals or exceeds $18.00 per
share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering
the issuance of the Class A ordinary shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day Redemption Period (as defined in Section 6.3 below).


 


6.2      
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00. Subject to Section 6.5 hereof,
not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a
Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment
in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), the Placement Warrants and the Loan Warrants are also concurrently called for redemption on the same terms
as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2,
Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1
and receive a number of Class A ordinary shares determined by reference to the table below, based on the Redemption Date (calculated for
purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is
defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2,
the “Redemption Fair Market Value” shall mean the volume weighted average price of the Class A ordinary shares for the ten
(10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered
Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with
the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.


 






     


     


    

 




	Redemption Date	 	Redemption
    Fair Market Value of Class A ordinary shares	 
	(period to
 expiration

    of warrants)	 	<10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	>18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 






     


     


    

 



 


The exact Redemption
Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between
two values in the table or the Redemption Date is between two redemption dates in the table, the number of Class A ordinary shares to
be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of
shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based
on a 365- or 366-day year, as applicable.


 


The share prices
set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise
of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant
to Section 4.3, the adjusted share prices in the column headings shall equal the share prices immediately such adjustment, multiplied
by a fraction, the numerator of which is the Warrant Price after such adjustment and the denominator of which is the Warrant Price immediately
after such adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts by
a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment
and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted
pursuant to Section 4.4, the adjusted share prices set forth in the column headings of the table above shall be multiplied by a
fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00.
In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Class A ordinary shares per Warrant
(subject to adjustment).


 


6.3      
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem
the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30)
days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants
to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement,
(a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections
6.1 or 6.2 and (b) “Reference Value” shall mean the last reported sales price of the Class A ordinary
shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on
which notice of the redemption is given.


 


6.4      
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section
6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.


 






     


     


    

 


6.5      
 Exclusion of Placement Warrants and Loan Warrants. The Company agrees that (a) the redemption rights provided in Section
6.1 hereof shall not apply to the Placement Warrants and Loan Warrants if at the time of the redemption such Placement Warrants or
Loan Warrants continue to be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00
per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof
shall not apply to the Placement Warrants or Loan Warrants if at the time of the redemption such Placement Warrants or Loan Warrants continue
to be held by the Sponsor or its Permitted Transferees. However, once such Placement Warrants or Loan Warrants are transferred (other
than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Placement Warrants or Loan Warrants
pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the
holder of such Placement Warrants or Loan Warrants to exercise the Placement Warrants or Loan Warrants prior to redemption pursuant to
Section 6.4 hereof. Placement Warrants or Loan Warrants that are transferred to persons other than Permitted Transferees shall
upon such transfer cease to be Placement Warrants or Loan Warrants and shall become Public Warrants under this Agreement, including for
purposes of Section 9.8 hereof.


 


7.      
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1      
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of
the Company or any other matter.


 


7.2      
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3      
Reservation of Class A ordinary shares. The Company shall at all times reserve and keep available a number of its authorized
but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Agreement.


 


7.4      
Registration of Class A ordinary shares; Cashless Exercise at Company’s Option.


 


7.4.1           Registration
of the Class A ordinary shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration
statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants. The
Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the
provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day
following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the
sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being
declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective
registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants, to exercise such
Warrants on a “cashless basis,” pursuant to subsection 3.3.1, by exchanging the Warrants (in accordance with
Section 3(a)(9) of the Securities Act or another exemption) for that number of Class A ordinary shares equal to the lesser of (A)
the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by
the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B)
0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average
price of the Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the date
that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary.
The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the
Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is
not required to be registered under the Securities Act and (ii) the Class A ordinary shares issued upon such exercise shall be
freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144
under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall
continue to be obligated to comply with its registration obligations under the first three sentences of this subsection
7.4.1.


 






     


     


    

 


7.4.2          
Cashless Exercise at Company’s Option. If the Class A ordinary shares are at the time of any exercise of a Public
Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section
18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to
exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described
in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect
a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the
Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify
for sale the Class A ordinary shares issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence
of the holder to the extent an exemption is not available.


 


8.      
Concerning the Warrant Agent and Other Matters.


 


8.1      
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Class A ordinary shares upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2      
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1           Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period
of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of
a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be
a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in
the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject
to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all
the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to
such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of
any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more
fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 






     


     


    

 


8.2.2          
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the Transfer Agent for the Class A ordinary shares not later than the effective date of any
such appointment.


 


8.2.3          
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Agreement without any further act.


 


8.3      
Fees and Expenses of Warrant Agent.


 


8.3.1          
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that
the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2          
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4      
 Liability of Warrant Agent.


 


8.4.1          
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the President or Chief Financial Officer of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2          
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except
as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3          
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any
breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares to be issued pursuant
to this Agreement or any Warrant or as to whether any Class A ordinary shares shall, when issued, be valid and fully paid and nonassessable.


 


8.5      
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Class A ordinary
shares through the exercise of the Warrants.


 






     


     


    

 


8.6      
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent
hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.      
Miscellaneous Provisions.


 


9.1      
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


9.2      
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by
certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent), as follows:


 


Newcourt Acquisition Corp


2201 Broadway, Suite 705

Oakland, CA 94612

Attention: Marc Balkin, Chief Executive Officer


email: [___]


 


Any notice, statement
or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within
five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent
with the Company), as follows:


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 






     


     


    

 


9.3      
 Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will
not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest
in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action,
the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the
State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state
and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y)
having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel
in the foreign action as agent for such warrant holder.


  


9.4      
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Holders of the Warrants.


 


9.5      
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6      
Counterparts. This 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.


 


9.7      
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.


 


9.8       Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the Registered Holders, (ii) to provide for the delivery of an
Alternative Issuance pursuant to Section 4.4 and (iii) to make any amendments that are necessary in the good faith determination of
the Company’s board of directors (taking into account then existing market precedents) to allow for the Warrants to be
classified as equity in the Company’s financial statements. All other modifications or amendments, including any
modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of
the Registered Holders of at least 65% of the number of the then outstanding Public Warrants and, solely with respect to any
amendment to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this Agreement with respect
to the Private Placement Warrants or Working Capital Warrants, at least 65% of the number of then outstanding Private
Placement Warrants and Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend
the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, or make any
amendment necessary in the good faith determination of the Company’s board of directors (taking into account then existing
market precedents) to allow for the Warrants to be classified as equity in the Company’s financial statements, in each case,
without the consent of the Registered Holders.


 






     


     


    

 


9.9      
Severability. This 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 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 Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A Form of Warrant Certificate


 


Exhibit B Legend — Placement Warrants and Loan Warrants


 


 


[SIGNATURE PAGE FOLLOWS]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


	 	
    NEWCOURT ACQUISITION CORP

    

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	
    CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

	 	as Warrant Agent
	 	 	 
	 	
    By:
	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Warrant Agreement]


 






     


     


    

 


Form of Warrant Certificate

[FACE]


Number


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


NEWCOURT ACQUISITION CORP


 


Incorporated Under the Laws of the Cayman Islands


CUSIP G6448C129


Warrant Certificate


 


This Warrant Certificate
certifies that [●], or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (the “Class A ordinary
shares”), of Newcourt Acquisition Corp., a Cayman Islands exempted company (the “Company”). Each
Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the
Company that number of fully paid and non-assessable Class A ordinary shares as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable Class A ordinary share. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Class A ordinary share, the Company
will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the Warrant holder.
The number of Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
as set forth in the Warrant Agreement.


 


The initial Exercise Price
per one Class A ordinary share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


  


	 	NEWCOURT
    ACQUISITION CORP
	 	 
	 	By:	                      
	 	 	Name:
	 	 	
    Title:

    

	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	
    as Warrant Agent

    

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     


     


    

 


[Form of Warrant Certificate]


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A ordinary
shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder
of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the issuance of the Class A ordinary shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the Class A ordinary shares is current, except through “cashless exercise” as provided
for in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of Class A ordinary shares issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in a Class A ordinary share, the Company shall, upon exercise, round down to the nearest whole number of Class A
ordinary shares to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 






     


     


    




 


Election to Purchase


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive Class A ordinary shares and herewith tenders payment
for such Class A ordinary shares to the order of Newcourt Acquisition Corp (the “Company”) in the amount of
$[●] in accordance with the terms hereof. The undersigned requests that a certificate for such Class A ordinary shares be registered
in the name of [●], whose address is [●] and that such Class A ordinary shares be delivered to [●], whose address is
[●]. If said number of Class A ordinary shares is less than all of the Class A ordinary shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such Class A ordinary shares be registered in the name of
[●], whose address [●] is and that such Warrant Certificate be delivered to [●], whose address is [●].


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise
its Warrant pursuant to a Make-Whole Exercise, the number of Class A ordinary shares that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.


 


In the event that the Warrant
is a Placement Warrant or Loan Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c)
of the Warrant Agreement, the number of Class A ordinary shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class A ordinary
shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Class A ordinary shares
that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows
for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Class
A ordinary shares. If said number of shares is less than all of the Class A ordinary shares purchasable hereunder (after giving effect
to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A
ordinary shares be registered in the name of [●], whose address is [●] and that such Warrant Certificate be delivered to [●],
whose address is [●].


 


[Signature Page Follows]


 






     


     


    

  


Date: [●], 20[●]


	 	
     (Signature)

	 	 
	 	
     (Address)

    

	 	 
	 	 
	 	(Tax Identification Number)
	 	 
	
    Signature Guaranteed:
	 
	 	 
	 	 	 
	 	 	 


 


THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED
IN THE LETTER AGREEMENT BY AND AMONG NEWCOURT ACQUISITION CORP (THE “COMPANY”), THE OFFICERS AND DIRECTORS OF THE COMPANY
AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS
THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING
WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS
CERTIFICATE AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS
UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


NO. WARRANT