REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks • Delaware
WHEREAS, pursuant to that certain Business Combination Agreement, dated as of [●], 2022 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company and the SPAC, the SPAC will merge with and into the Company with the Company continuing as the surviving entity (the “Merger”); and
BUSINESS COMBINATION AGREEMENT BY AND BETWEEN BIOLOG-ID S.A. AND GENESIS GROWTH TECH ACQUISITION CORP. DATED AS OF AUGUST 26, 2022Business Combination Agreement • August 26th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 26, 2022, is made by and between Biolog-ID, a French société anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the “Company”) and Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“SPAC”). The Company and SPAC shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • August 26th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks
WHEREAS, on the date hereof, SPAC and Biolog-ID., a French société anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the “Company”), entered into a business combination agreement (the “Business Combination Agreement”), a copy of which has been provided to the Securityholder, pursuant to which, among other things, (i) SPAC will merge with and into the Company with the Company surviving as the surviving entity (the “Surviving Entity”) and (ii) each SPAC Shareholder, after giving effect to the SPAC Warrant Conversion will receive Company Ordinary Shares in exchange for its SPAC Ordinary Shares;
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • August 26th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of August 26, 2022, is made by and among Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Sponsor”), Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and Biolog-ID, a French société anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the “Company”). The Sponsor, the Other Class B Holders, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CONFIDENTIALITY AND LOCKUP AGREEMENTConfidentiality and Lockup Agreement • August 26th, 2022 • Genesis Growth Tech Acquisition Corp. • Blank checks • Delaware
This Confidentiality and Lockup Agreement is dated as of [●], 2022 and is between Biolog-id, a French société anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the “Company”), and each of the shareholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Shareholder Party” for purposes of this Agreement (collectively, the “Shareholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
